DEF 14A of MongoDB, Inc., May 17, 2023

DEF 14A of MongoDB, Inc.

Filed May 17, 2023 · FY20230001441816-23-000077

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our board of directors is divided into three classes. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of the election until the third annual meeting following the election. Any directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of MongoDB. Our board of directors currently consists of nine members divided into the three classes as follows: •Class III directors: Archana Agrawal, Hope Cochran and Dwight Merriman, whose terms will expire at the upcoming annual meeting of stockholders; •Class I directors: Roelof Botha, Dev Ittycheria and John McMahon, whose terms will expire at the annual meeting of stockholders to be held in 2024; and •Class II directors: Francisco D’Souza, Charles M. Hazard, Jr. and Tom Killalea, whose terms will expire at the annual meeting of stockholders to be held in 2025. Our board of directors has nominated Mses. Agrawal and Cochran and Mr. Merriman, each of whom is currently a director of MongoDB, for re-election to serve as Class III directors. Ms. Cochran was elected to our board of directors by our stockholders prior to our initial public offering. Ms. Agrawal was appointed to our board of directors effective August 2019, pursuant to the recommendations of our nominating and corporate governance committee, after she was identified as a director candidate based on external search performed by an outside firm. Mr. Merriman was appointed to our board of directors effective April 2020, pursuant to the recommendations of our nominating and corporate governance committee, after he was identified as a director candidate based on recommendations from the board of directors and executive officers. Each of Mses. Agrawal and Cochran and Mr. Merriman, has agreed to stand for reelection at the meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2026 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

  2. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS The following table sets forth, for the current nominees and our other directors who will continue in office after the meeting, their ages and position/office held with us as of the date of this proxy statement:

  3. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Position/Office Held With MongoDB | | Class III directors whose terms expire at the 2023 Annual Meeting of Stockholders | | | | Archana Agrawal(3) | 45 | Director | | Hope Cochran(1)(2) | 51 | Director | | Dwight Merriman | 54 | Co-Founder and Director | | Class I directors, nominees for election at the 2024 Annual Meeting of Stockholders | | | | Roelof Botha(1) | 49 | Director | | Dev Ittycheria | 56 | President, Chief Executive Officer and Director | | John McMahon(3) | 67 | Director | | Class II directors whose terms expire at the 2025 Annual Meeting of Stockholders | | | | Francisco D'Souza(3)(4)(5) | 54 | Director | | Charles M. Hazard, Jr.(1)(5)(6) | 55 | Director | | Tom Killalea(3)(5) | 55 | Chairperson of the Board |

  4. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    (1) Audit Committee Member (2) Audit Committee Chairperson (3) Compensation Committee Member (4) Compensation Committee Chairperson (5) Nominating and Corporate Governance Committee Member (6) Nominating and Corporate Governance Committee Chairperson Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

  5. Nominees for Election at the 2023 Annual Meeting of Stockholders

    Nominees for Election at the 2023 Annual Meeting of Stockholders Archana Agrawal has served as a member of our board of directors since August 2019. Ms. Agrawal is currently the Chief Marketing Officer of Formagrid, Inc. d/b/a Airtable, a cloud collaboration company, and has served in this capacity since March 2020. She served on the board of Zendesk, Inc., a public software development company from July 2020 to November 2022. Previously, Ms. Agrawal was at Atlassian, a software business, from December 2013 to March 2020, in various roles, including Head of Enterprise and Cloud Marketing. Prior to that, Ms. Agrawal was at Ladders, Inc. from 2007 until 2013, where she led corporate-wide analytics. She began her career at the IBM Almaden Research Center. Ms. Agrawal has a combined nineteen years of experience in the software industry. She holds an M.B.A. from Harvard Business School and received her M.S. in computer science from the University of Illinois at Urbana-Champaign. We believe that Ms. Agrawal is qualified to serve on our board of directors based on her leadership experience and understanding of the software industry. Hope Cochran has served as a member of our board of directors since December 2016. Ms. Cochran is currently a Managing Director at Madrona Venture Group, where she has served as a venture partner since January 2017. From September 2013 to June 2016, Ms. Cochran served as the Chief Financial Officer of the public gaming company King Digital Entertainment plc, which was acquired by Activision Blizzard, Inc. in February 2016. Prior to King Digital, she served as the Chief Financial Officer of Clearwire Corporation, a telecommunications operator, from February 2011 until its acquisition by Sprint, Inc. in July 2013. Previously, she has held several roles in the software industry, including at PeopleSoft, Inc., Evant Inc. and SkillsVillage Inc., a contract resources software company that she founded. Ms. Cochran has served on the Board of Directors of Hasbro, Inc., a public toy and entertainment company, since June 2016, and is chairperson of Hasbro’s audit committee, a member of its finance committee and cyber committee. She has also served on the Board of Directors of New Relic, Inc., a public software analytics company, since May 2018, and is the lead independent director and a member of the audit committee. Ms. Cochran received her B.A. in Economics and Music from Stanford University. We believe that Ms. Cochran is qualified to serve on our board of directors based on her financial and operating background in the technology sector and her experience serving on the board of directors of public companies. Dwight Merriman, one of our co-founders, has served as a member of our board of directors since July 2020. Prior to joining our board, he was previously employed as an advisor to MongoDB. In 1995, he co-founded DoubleClick and served as its Chief Technology Officer for ten years. He is also a co-founder of Business Insider and Gilt Groupe. Mr. Merriman received his B.S. in Systems Analysis and Computer Science from Miami University. We believe that Mr. Merriman is qualified to serve on our board of directors based on his intimate knowledge of our business and his deep experience in our industry.

  6. Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders Roelof Botha has served as a member of our board of directors since December 2013. Since January 2003, Mr. Botha has served in various positions at Sequoia Capital, a venture capital firm, including as a Partner and a Managing Member of Sequoia Capital Operations, LLC since 2007. From March 2000 to January 2003, Mr. Botha served in various positions at PayPal, Inc., a public online payments company, including as Chief Financial Officer. Mr. Botha has served on the board of directors of 23andMe, a public personal genetics company, since 2017 and is a member of its audit committee; on the board of directors of Natera, Inc., a public genetic testing company, since 2007, and is a member of its nominating and governance committee; on the board of directors of Block, Inc., a public provider of payments, financial and marketing services, since 2011, and is a member of its audit and risk committee and of its compensation committee; on the board of directors of Unity Software, Inc., a public video game software development company, since 2009, and is a member of its audit committee. He also currently serves on the board of directors of a number of privately-held companies. Mr. Botha previously served on the board of directors of Eventbrite, a public global platform for live experiences from 2009 to June 2022, on the board of directors of Bird Global, Inc., a public electric vehicle ride-sharing company from 2018 to December 2022 and on the board of directors of Xoom Corporation, a payment processing company, from May 2005 until its acquisition by PayPal, Inc. in November 2015. Mr. Botha received his B.S. in Actuarial Science, Economics and Statistics from the University of Cape Town and his M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Botha is qualified to serve on our board of directors due to his knowledge of the technology industry and his experience serving on the boards of directors of public companies. Dev Ittycheria has served as our President and Chief Executive Officer and as a member of our board of directors since September 2014. Prior to joining us, Mr. Ittycheria served as a Managing Director at OpenView Venture Partners, a venture capital firm, from October 2013 to September 2014. From February 2012 to June 2013, Mr. Ittycheria served as Venture Partner at Greylock Partners, a venture capital firm. From April 2008 to February 2010, Mr. Ittycheria served as President-Enterprise Management at BMC Software, Inc., a computer software company, which he joined in connection with its acquisition of BladeLogic, Inc., a computer software company that Mr. Ittycheria co-founded and for which he served as Chief Executive Officer. Mr. Ittycheria currently serves as lead independent director of the board of directors of Datadog, Inc., a public software company. Mr. Ittycheria also currently serves on the board of directors of DataRobot, a private software company. Mr. Ittycheria previously served on the boards of directors of Bazaarvoice, Inc., a public software company (January 2010 to August 2014); Athenahealth, Inc., a public cloud-based services company (June 2010 to February 2019); AppDynamics, Inc., a private software company (March 2011 until its acquisition by Cisco Systems, Inc. in March 2017); and Altimeter Growth Corporation, a blank-check company formed by an affiliate of technology focused investment firm Altimeter Capital Management, LP (October 2020 to December 2021). Mr. Ittycheria received his B.S. in Electrical Engineering from Rutgers University. We believe that Mr. Ittycheria is qualified to serve on our board of directors because of his experience building and leading high growth businesses, his prior and current service on the boards of multiple public companies and his expertise and insight into corporate matters as our President and Chief Executive Officer. John McMahon has served as a member of our board of directors since October 2016. Mr. McMahon has also served on the board of Snowflake Computing, Inc., a public software company, since September 2013. From April 2008 to September 2011, Mr. McMahon served as Senior Vice President, Worldwide Sales and Services at BMC Software, Inc. He joined BMC Software, Inc. in connection with its acquisition of BladeLogic, Inc., where he served as Chief Operating Officer. Prior to BladeLogic, Inc., Mr. McMahon served as CEO of High Roads from June 2002 to July 2005. Prior to High Roads, Mr. McMahon was VP of Worldwide Sales at Ariba from April 2000 to January 2002, and as VP-Worldwide Sales from October 1998 to April 2000 at GeoTel Communications, LLC through its acquisition by Cisco Systems, Inc. Prior to GeoTel, Mr. McMahon served as Executive Vice President of Worldwide Sales at Parametric Technology Corporation from 1989 to 1998. Currently, Mr. McMahon serves on the board of directors of several enterprise software private companies, including Sigma Computing, Lacework and Observe. In the past, Mr. McMahon has served on the board of directors of Cybereason, Sprinklr Inc. and Sumo Logic, Inc. and as an executive consultant for AppDynamics, Inc., Drift, Glassdoor, Inc. and HubSpot, Inc. Mr. McMahon received his B.S.E.E. in Electrical Engineering from New Jersey Institute of Technology. We believe that Mr. McMahon is qualified to serve on our board of directors due to his deep software sales experience.

  7. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Francisco D’Souza has served as a member of our board of directors since November 2019. Mr. D'Souza is Managing Partner and Co-Founder of Recognize Partners, a position he has held since November 2019. He co-founded Cognizant Technology Solutions (“Cognizant”) in 1994 and served as its Chief Executive Officer from January 2007 to March 2019, where he oversaw a period of sustained growth and transformation that included: 10x increase in revenue from $1.4 billion in 2006 to $16.1 billion in 2018, a 7x increase in headcount from 39,000 in 2006 to 282,000 in 2018 and Cognizant's inclusion in the Fortune 200. Mr. D'Souza also served on the board of directors of General Electric Company from February 2013 to May 2023 and on the board of directors of Cognizant from January 2007 to March 2020 and as its Vice Chairman from June 2018 to March 2020. Mr. D'Souza serves on the tech-focused international advisory board of Banco Santander. He holds a B.B.A from the University of Macau and an M.B.A. from Carnegie Mellon University. We believe that Mr. D'Souza is qualified to serve on our board of directors based on his various executive leadership roles and technology industry expertise. Charles M. Hazard, Jr. has served as a member of our board of directors since October 2009. Mr. Hazard is a co-founder and has served as a General Partner of Flybridge Capital Partners, a venture capital firm, since May 2002. He currently represents Flybridge Capital Partners on the boards of directors of a number of privately-held companies. Prior to co-founding Flybridge, Mr. Hazard served as a General Partner at Greylock Partners. Prior to that, he was with Company Assistance Limited, an investment and consulting firm, and Bain and Company, an international management-consulting firm. Mr. Hazard received his B.A. in Economics and Political Science from Stanford University and his M.B.A. from Harvard Business School. We believe that Mr. Hazard is qualified to serve on our board of directors because of his significant knowledge of and history with our company, his knowledge of the industry in which we operate and his extensive investment and board of directors' experience. Tom Killalea has served as a member of our board of directors since December 2015 and as the chairperson of the board of directors since July 2019. He has been an advisor to technology-driven companies since November 2014. Formerly at Amazon for 16 years, Mr. Killalea was Amazon's first Chief Information Security Officer, led the infrastructure and distributed systems team, and led the Kindle Content Ecosystem. Mr. Killalea currently serves on the board of directors of Akamai Technologies, Inc., a public technology company that provides cloud services for delivering content and business applications over the internet, Capital One Financial Corp., a public bank holding company, and Satellogic, Inc., a public earth observation company. Previously, he was a Director of Carbon Black, Inc. (CBLK), from April 2017 until its acquisition by VMware, Inc. in October 2019, and Xoom Corporation (XOOM), from March 2015 until its acquisition by PayPal, Inc. in November 2015. He serves on the editorial board of ACM Queue (Association for Computing Machinery). He holds a B.Ed. in Education from the National University of Ireland, and a B.S. in Computer Science from Trinity College in Dublin. We believe that Mr. Killalea is qualified to serve on our board of directors based on his deep expertise in product development, digital innovation, customer experience, and security.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We believe that a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve on our board of directors and that this approach is comparable to the policies of our peers. We feel that it is appropriate to provide cash compensation to our non-employee directors to compensate them for their time and effort and to provide equity compensation to our non-employee directors to align their long-term interests with those of MongoDB and our stockholders. We review our director compensation program annually with input from our independent compensation consultant.

  9. Director Compensation

    Director Compensation

  10. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($) | | Archana Agrawal | 37,500 | 219,061(2) | 256,561 | | Roelof Botha | 40,000 | 219,061(2) | 259,061 | | Hope Cochran | 55,000 | 219,061(2) | 274,061 | | Francisco D’Souza | 49,000 | 219,061(2) | 268,061 | | Charles M. Hazard, Jr. | 50,000 | 219,061(2) | 269,061 | | Tom Killalea | 61,500 | 219,061(2) | 280,561 | | John McMahon | 37,500 | 219,061(2) | 256,561 | | Dwight Merriman | 30,000 | 219,061(2) | 249,061 |

  11. Director Compensation

    (1) The amounts in this column reflect the annual cash fees to which each non-employee director is entitled under our non-employee director compensation program for the fiscal year ended January 31, 2023. Our board of directors has determined that each of our non-employee directors has the option to have such cash fees be paid in the form of cash or in fully vested shares of our common stock. For the fiscal year ended January 31, 2023, several directors elected to be paid in shares - the number of shares of common stock granted to such director is based on the VWAP of our common stock on the Nasdaq for the 30 trading days immediately prior to the grant date. The fees earned during the first half of the fiscal year were paid in cash or, at the election of the non-employee director, shares of common stock on June 28, 2022. Each of Ms. Cochran and Messrs. Botha, D'Souza, Hazard, Killalea and McMahon elected to be paid in shares of common stock for fees earned during the first half of the fiscal year ended January 31, 2023. The grant date fair value was calculated in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”) based on the closing stock price at the grant date. The fees earned during the second half of the fiscal year will be paid in cash or shares of common stock, at the non-employee director’s election, on June 27, 2023, the date of our 2023 annual meeting of stockholders. If a director elects to be paid in shares, the number of shares of common stock granted to such director will be based on the VWAP of our common stock on the Nasdaq for the 30 trading days immediately prior to the grant date. (2) Represents the aggregate grant date fair value of RSUs granted on June 28, 2022, to each non-employee director eligible to receive an Annual Grant under the terms of our non-employee director compensation program and the 2016 Plan. The grant date fair value was computed in accordance with ASC 718 based on the closing stock price at the grant date. The following table sets forth (a) the aggregate number of RSUs held by each non-employee director as of January 31, 2023 and (b) the aggregate number of options held by each non-employee director as of January 31, 2023.

  12. Director Compensation

    | Name | Total RSUs Held | Total Options Held | | Archana Agrawal | 787 | — | | Roelof Botha | 787 | — | | Hope Cochran | 787 | 44,062 | | Francisco D'Souza | 787 | — | | Charles M. Hazard, Jr. | 787 | — | | Tom Killalea | 787 | 50,000 | | John McMahon | 787 | 8,000 | | Dwight Merriman | 1,393 | 28,190 |

  13. Changes in Director Compensation

    Changes in Director Compensation Our compensation committee and board of directors believe it is important to review director compensation from time to time to help ensure that the compensation levels of our directors are aligned with those of our peer companies, so that we may attract and retain the best possible candidates to serve on our board of directors. In March 2022, the compensation committee engaged FW Cook to assist in conducting a pay study analyzing the competitiveness of the company’s pay levels for non-employee directors. The pay study revealed that, on a “per-director” basis, MongoDB’s cash and equity compensation for directors falls below peer group median level, based on a review of publicly available peer group data. Please see the section titled “Use of Competitive Market Data” in our Compensation Discussion and Analysis for further information relating to the peer group companies used in the analysis. Based on the findings of the pay study, and pursuant to the recommendation of the compensation committee, the board of directors approved increases in the award values of the Initial Grants and the Annual Grants for non-employee directors, from $390,000 to $410,000 and from $195,000 to $205,000, respectively. These compensation changes were effective as of our 2022 annual meeting of stockholders. No changes were recommended to director compensation for the June 2023 - June 2024 board of directors term.

  14. Executive Summary

    | What We Do and What We Don't Do | | | | We align executive compensation with the interests of our stockholders | ü | Strong Alignment between Bonus Payout and Performance. Our annual performance-based bonus award opportunities for all of our named executive officers are dependent upon our achievement of annual corporate objectives selected for their ability to drive operational and financial performance. These performance goals are comprised entirely of corporate performance objectives and do not include a qualitative component. | | | ü | Significant Long-term Equity Component. Equity awards are an integral part of our executive compensation program, and represent the most significant “at-risk” portion of compensation for named executive officers. Multi-year vesting periods for awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to remain in our long-term employ. In addition, in fiscal year 2023, we introduced performance stock units (“PSUs”) as a key component of our long-term executive compensation program, with vesting dependent on the achievement of annual corporate objectives selected to drive operational and financial performance, as well as long-term stockholder value. For fiscal year 2023, 96.7% of our Chief Executive Officer’s total reported compensation and an average of 92.5% of the total reported executive compensation for our other named executive officers was in the form of long-term equity incentive awards, as reported in the “Summary Compensation Table.” | | Our executive compensation programs are designed to mitigate undue risk-taking by our executives and to foster long-term growth for our stockholders | ü | Clawback Policy. Our clawback policy provides for the recoupment of incentive-based compensation for our executive officers in circumstances where restatement of financial results is required and it is determined that the executive officer's actions contributed to the noncompliance. | | | ü | Stock Ownership Guidelines. Each of our executive officers is subject to stock ownership requirements described in the “Stock Ownership Guidelines” section below. | | | ü | Cap Payouts. Our payments to named executive officers are capped under our performance-based annual bonus program. However, the portion of the Chief Revenue Officer’s bonus tied to Net New ARR (as defined in the section titled "Executive Compensation—Annual Performance-Based Bonus Program") is calculated based on a percentage of the Company’s contract bookings and is not subject to a maximum payout. These commission payments are intended to provide incentive for our Chief Revenue Officer to continue to grow our business and generate revenues, and the rates of payment are set to provide challenging but achievable goals to motivate him. | | We adhere to executive compensation best practices | ü | No Tax Gross-Ups. We do not provide our executive officers with tax gross-ups. | | | ü | Limited Executive Perquisites. We generally do not provide executive fringe benefits or perquisites such as car allowances to our executives, other than certain services related to cybersecurity, which we consider to be in our best interest. | | | ü | Engage an Independent Compensation Consultant. Our compensation committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. The compensation consultant advises our compensation committee on market trends and practices, including identifying a peer group of companies and their compensation practices, so that our compensation committee can regularly assess our individual and total compensation programs against these peer companies, the general marketplace and other industry data points. | | | ü | Anti-Hedging and Anti-Pledging. We prohibit hedging and pledging of MongoDB securities by our employees, directors and consultants. |

  15. Say-on-Pay Vote and Stockholder Engagement

    Say-on-Pay Vote and Stockholder Engagement At last year’s annual meeting of stockholders, approximately 81% of votes cast approved the “say-on-pay” proposal regarding the compensation awarded to named executive officers. We take the views of our stockholders seriously and view this result as an indication that the principles of our executive compensation program are supported by our stockholders. In fiscal year 2023, we reached out to stockholders owning approximately 60.8% of our outstanding stock based on stock ownership level as of June 30, 2022, and had conversations with stockholders owning an aggregate of approximately 37.2% of our outstanding stock. Through this outreach, we solicited feedback on our executive compensation program, corporate governance and environmental and social impact issues. We appreciate and value the engagement of our stockholders. Feedback received from stockholders is shared with the Board and relevant committees and taken into account when considering proposed changes to corporate governance, compensation and other practices and disclosures. As a result of the feedback we’ve received and to better align the long-term interests of the Company and our executive officers with those of our stockholders, we adopted performance-based equity awards for the annual long-term incentive grant program effective with the fiscal year 2023 annual award cycle. Accordingly, a meaningful portion of our executive officer compensation are now in the form of performance stock unit awards, with earn out tied to achievement of revenue and cash flow goals and vesting subject to service requirements. Additionally, based on feedback from stockholders in fiscal year 2023, we added a new board of directors skills matrix to this proxy statement to highlight the diverse skill sets and experiences of our directors. Going forward, we will continue to maintain an active dialogue with our stockholders and evaluate feedback on issues of importance to them. Consistent with our stockholders' recommendation at our 2019 annual meeting that we solicit a say-on-pay vote on an annual basis, we will again hold a say-on-pay vote at our upcoming annual meeting. We believe an annual “say-on-pay” vote will best reinforce our desire to communicate with our stockholders and allow them to regularly express a view on our compensation policies and practices. A “say-on-frequency” vote is required every six years, and as such, our next say-on-frequency vote will be in 2025.

  16. Process for Setting Executive Compensation

    Process for Setting Executive Compensation Role of the Compensation Committee. Compensation decisions for our named executive officers are determined by the compensation committee, with input from our independent compensation consultant and, as appropriate, management (including our Chief Executive Officer, except in regard to his compensation). The compensation committee reviews the compensation of our named executive officers on an annual basis to ensure the executives are appropriately compensated and motivated, and makes adjustments as necessary. Pursuant to its charter, the compensation committee is primarily responsible for establishing, approving and adjusting compensation arrangements for our named executive officers and for reviewing and approving performance goals and objectives relevant to these compensation arrangements, and considering factors related to the performance of MongoDB. For additional information about the compensation committee, see the section titled “Board of Directors and Corporate Governance – Board Committees – Compensation Committee.” Generally, the compensation committee’s process for determining executive compensation comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the compensation committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the compensation committee (together with the board of directors) determines any adjustments to his compensation as well as awards to be granted, taking into account the Board's evaluation of the Chief Executive Officer’s performance. For all executives and directors, as part of its deliberations, the compensation committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels and recommendations of the compensation committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant. The compensation committee has the authority to obtain, at the expense of MongoDB, advice and assistance from its own advisors as it considers necessary or appropriate in the performance of its duties. For the fiscal year ended January 31, 2023, the compensation committee retained FW Cook to review and assess our executive compensation practices relative to market compensation practices and to provide market compensation data. For additional information on this engagement, see the section below titled “Role of the Compensation Consultant.” Role of the Compensation Consultant. For fiscal year 2023, the scope of FW Cook’s engagement for the compensation committee included: •reviewing the materials prepared for the compensation committee by management relative to fiscal year 2023 compensation for the named executive officers; •advising the compensation committee on executive compensation trends; •reviewing our market equity compensation practices, including the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) and the potential voting power dilution to our stockholders (our “overhang”); •presenting market data and analysis to assist the compensation committee in setting target compensation for named executive officers; •researching, developing and reviewing the compensation peer group used for fiscal year 2023 executive compensation benchmarking; •advising on our non-employee director compensation program; and •supporting other ad hoc matters throughout the year. FW Cook reviewed and provided input on the Compensation Discussion and Analysis section of this proxy statement. In retaining FW Cook, the compensation committee considered the six factors set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act. After review of information provided by each of the members of the compensation committee as well as information provided by FW Cook, the compensation committee determined that there were no conflicts of interest raised by their work with the compensation committee. Role of Chief Executive Officer. In discharging its responsibilities, the compensation committee works with members of our management, including our Chief Executive Officer. Our management assists the compensation committee by providing information on corporate and individual performance, market compensation data and management's perspective on compensation matters. The compensation committee solicits and reviews our Chief Executive Officer's recommendations and proposals with respect to adjustments to annual cash compensation, long-term incentive compensation opportunities, program structures and other compensation-related matters for our executive officers (other than with respect to his own compensation). The compensation committee reviews and discusses these recommendations and proposals with our Chief Executive Officer and considers them as one factor in determining the compensation for our executive officers. Our Chief Executive Officer recuses himself from all deliberations and recommendations regarding his own compensation. The compensation committee has also delegated limited authority to the Chief Executive Officer to make equity grants to certain employees who are not executive officers. Use of Competitive Market Data. For purposes of comparing our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of technology companies and is determined based on several factors, including industry classification and company size based on metrics such as revenue, market capitalization and headcount along with other qualitative factors. In the third quarter of fiscal year 2022, the compensation committee, in consultation with FW Cook, reviewed the companies in our peer group to determine if adjustments were necessary based on strategic and company size alignment. As a result of this review, the compensation committee approved the following 15-company peer group for purposes of fiscal year 2023 compensation decisions:

  17. Process for Setting Executive Compensation

    Crowdstrike, Datadog and Dynatrace were added to the peer group based primarily on their market capitalization alignment with MongoDB and the comparable nature of their businesses. Twilio was removed from the peer group because it was the largest in terms of both market capitalization and value while Cloudera was removed due to its low market capitalization relative to MongoDB. As previewed in our proxy for fiscal year 2022, we removed LogMeIn from the peer group for purposes of fiscal year 2023 compensation decisions once its compensation data became outdated following closure of its acquisition in August 2020 by affiliates of Francisco Partners and Evergreen Cost Capital. At the time of the compensation committee's approval of this peer group, MongoDB was at the 31st percentile in terms of revenue and at the 61st percentile in terms of market capitalization relative to the companies in this peer group. The compensation committee referred to compensation data from this peer group in the first quarter of fiscal year 2023 to assist with the determination of compensation for our directors and executive officers. In addition, the compensation committee used survey data from a 2021 technology industry executive compensation survey to evaluate the competitive market when formulating its recommendation for the total direct compensation packages for our executive officers, including base salary, target bonus, and long-term incentive compensation opportunities. This survey provides compensation market intelligence and is widely used within the technology industry. The compensation committee reviews the compensation peer group at least annually to make adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. In the third quarter of fiscal year 2023, the compensation committee made further adjustments to the peer group for purposes of fiscal year 2024 compensation determinations by removing Nutanix and Alteryx due to their smaller market capitalization relative to MongoDB and adding DocuSign and Unity Software given their larger market capitalization and high-growth, which placed them within MongoDB's peer network. At the time of the compensation committee's approval of this peer group, MongoDB was at the 35th percentile in terms of revenue and at the 85th percentile in terms of market capitalization relative to the companies in this peer group.

  18. Executive Compensation Program Components for FY2023

    | Compensation Element | How Payout is Determined | Performance Measures | Purpose | | Base Salary •Fixed •Paid in cash | Compensation committee determines salary; considers competitive market information, retention, performance, criticality of role and potential impact | N/A | •Provides compensation at a level consistent with competitive practices •Reflects role, responsibilities, skills, experience and performance | | Annual Performance-Based Bonus •Variable •Paid in cash or in equity pursuant to our Senior Leadership Equity Bonus Program | Compensation committee determines executive bonus; considers performance against pre-established goals, with discretion to reduce executive bonus payout amounts | Net New ARR(1), Non-GAAP Operating Income, and Revenue | •Motivates and rewards executives for achievement of annual goals •Aligns management and stockholder interests by linking pay to performance | | Long-Term Equity Incentives •Variable •Paid in stock | •For RSUs: Compensation committee determines amounts and terms of RSU grants for executive officers •For PSUs: Compensation committee determines amounts and considers performance against pre-established goals, with discretion to reduce executive bonus payout amounts | For PSUs: ARR Growth and Operating Cash Flow | •Serves a retention function •Aligns management and stockholder interests by facilitating management ownership, linking pay to performance (for PSUs) and tying value of award at vesting to stock price at vesting |

  19. Executive Compensation Program Components for FY2023

    (1) See definition of Net New ARR in the section titled "Executive Compensation—Annual Performance-Based Bonus Program". (2) See definition of ARR Growth in the section titled "Executive Compensation—Long-Term Equity Incentives—Performance Stock Units". (3) See definition of Operating Cash Flow in the section titled "Executive Compensation—Long-Term Equity Incentives—Performance Stock Units".

  20. Annual Performance-Based Bonus Program

    Annual Performance-Based Bonus Program Our annual performance-based bonus program for named executive officers provides incentive compensation that is specifically designed to motivate our named executive officers to achieve pre-established company-wide priorities set by the board of directors and to reward them for results and achievements in a given year. The annual target bonus opportunities for our named executive officers are determined by the compensation committee in the first quarter of each fiscal year and expressed as a percentage of their annual base salary, with the potential bonus opportunity generally commensurate with each executive’s role and responsibilities. The bonus program has historically been paid out in cash; however, in an effort to further align their interests with that of our stockholders, beginning in fiscal year 2021 and continued for fiscal years 2022 and 2023, our named executive officers and other senior executives had the opportunity to exchange their bonus cash compensation opportunity for an equity-based opportunity, pursuant to our Senior Leadership Equity Bonus Program, as more fully described below. Target Award Opportunities. The target annual performance-based bonus award opportunities of our named executive officers were determined by the compensation committee in the first quarter of fiscal year 2023 and expressed as a percentage of their annual base salary, as follows:

  21. Annual Performance-Based Bonus Program

    | Named Executive Officer | FY2022 Target Bonus Opportunity (%) | FY2023 Target Bonus Opportunity (%) | FY2023 Target Bonus Opportunity ($) | | Dev Ittycheria | 70 | 70 | 280,000 | | Michael Gordon | 65 | 65 | 211,250 | | Cedric Pech | 140 | 140 | 381,074(1) | | Mark Porter | 65 | 65 | 211,250 |

  22. Annual Performance-Based Bonus Program

    (1) Mr. Pech’s bonus is paid in Swiss Francs (CHF) and, for the purposes of the table, is converted into U.S. dollars based on the exchange rate as of January 31, 2023 of 1.08 CHF to the U.S. dollar. In fiscal year 2023, there were no adjustments to target bonus opportunities for any of our named executive officers. Executive Bonus Goal Setting. The compensation committee approved the performance metrics and their relative weighting for fiscal year 2023 performance-based bonus awards in the first quarter of fiscal year 2023. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our board of directors and finalized in the first quarter of fiscal year 2023. For fiscal year 2023, the compensation committee again determined that the performance goals for our named executive officers would be comprised entirely of corporate performance goals. The compensation committee believes that these goals represent rigorous objectives for our named executive officers and align with stockholder interests. The named executive officers’ fiscal year 2023 performance-based bonus awards are tied to the achievement of these goals, as set forth below.

  23. Annual Performance-Based Bonus Program

    | | Weighting | | | Company Performance Goal(1) | Named Executive Officers Other than Chief Revenue Officer(2) | Chief Revenue Officer(3) | | Net New ARR(4) | 40% | 65% | | Non-GAAP Operating Income(5) | 20% | 15% | | Revenue | 40% | 20% |

  24. Annual Performance-Based Bonus Program

    (1) The performance target (100% attainment) for each company performance goal is 100% of our fiscal year 2023 operating plan. (2) Our named executive officers, other than our Chief Revenue Officer, will only earn a bonus if the executive’s attainment in the aggregate is at least 83.3% of the performance target. For purposes of calculating the bonus payout amount, when the executive’s attainment exceeds the performance target, accelerators are triggered in order to reward the higher-than-expected performance, while decelerators are applied if the actual results are lower than the performance target. The payout range for the performance-based bonus awards (after applying the decelerator/accelerator factor) is 50-150% of the executive’s target bonus opportunity. Actual payouts for fiscal year 2023 are included in this section under the heading "FY2023 Bonus Payouts" and in the Stock Awards column of the “Summary Compensation Table” below. (3) Our Chief Revenue Officer will only earn the portion of his bonus that is tied to Revenue and Non-GAAP Operating Income performance if his combined attainment for the two goals is at least 83.3% of the performance target for these goals. For purposes of calculating the bonus payout amount that is tied to Revenue and Non-GAAP Operating Income performance, when the executive’s attainment exceeds the performance target, accelerators are triggered in order to reward the higher-than-expected performance, while decelerators are applied if the actual results are lower than the performance target. The payout range for the portion of his bonus that is tied to Revenue and Non-GAAP Operating Income performance (after applying the decelerator/accelerator factor) is 50-150% of the portion of his cash bonus opportunity attributed to Revenue and Non-GAAP Operating Income. The portion of the Chief Revenue Officer's bonus tied to Net New ARR (as defined below) is calculated based on a percentage of the Company's contract bookings and is not subject to a maximum payout. These commission payments are intended to provide incentive for our Chief Revenue Officer to continue to grow our business and generate revenues, and the rates of payment are set to provide challenging but achievable goals to motivate him. Our Chief Revenue Officer's actual payout for fiscal year 2023 is included in this section under the heading "FY2023 Bonus Payouts" and in the Non-Equity Incentive Compensation column of the “Summary Compensation Table” below. (4) Net New ARR is defined as the net change of annualized recurring revenue ("ARR") over a given time period. ARR includes the revenue we expect to receive from our customers over the following 12 months based on contractual commitments and, in the case of customers to whom MongoDB Atlas was sold, through our direct sales force and channel partners, by annualizing the prior 90 days of their actual consumption of MongoDB Atlas, assuming no increases or reductions in their subscriptions or usage. ARR excludes professional services. (5) Non-GAAP income from operations ("Non-GAAP Operating Income") is defined as GAAP operating income adjusted for stock-based compensation expense and amortization of intangible assets and post-combination compensation expense associated with prior acquisitions. FY2023 Bonus Payouts. For our named executive officers other than the Chief Revenue Officer, the compensation committee generally considers and approves actual performance-based bonus award payments for the first half of the fiscal year at their first meeting following July 31 of that fiscal year, and considers and approves actual performance-based bonus award payments for the second half of the fiscal year in the first quarter of the following fiscal year. When performance for the first half of the fiscal year is tracking at a level that is higher than 100% achievement, the compensation committee will typically approve the mid-year payouts based on 100% achievement, with any additional amounts earned to be paid when performance for the entire year is determined. Conversely, in the event the amounts determined and paid for the first half of the fiscal year are subsequently determined to be higher than the amounts earned based on full year performance, such excess amounts may be deducted from the year-end payouts at the committee’s discretion. For our Chief Revenue Officer, amounts are determined and paid on a quarterly basis. When revenue and Non-GAAP Operating Income performance for the first three quarters of the fiscal year is tracking at a level that is higher than 100% achievement, the portion of his payment that is tied to revenue and Non-GAAP Operating Income performance will be paid based on 100% achievement, with any additional amounts earned to be paid with the fourth quarter payment, when performance for the entire year is determined. In August 2022, the compensation committee reviewed proposed payouts for the first half of fiscal year 2023 for our named executive officers other than our Chief Revenue Officer and determined that it was prudent to delay payout until the end of fiscal year 2023 when performance for the entire year could be determined. In February 2023, achievement of the corporate performance goals for fiscal year 2023 for these named executive officers was determined to be 207% of target due to accelerators, in the aggregate resulting in a 150% payout. The compensation committee reviewed and approved the bonus payments to these executives for fiscal year 2023, as set forth in the table below. For our Chief Revenue Officer, the bonus was paid quarterly based on the performance metrics described above and in accordance with the terms of his fiscal year 2023 sales variable compensation plan set at the beginning of the fiscal year. For the portion of his payment that is tied to revenue and Non-GAAP Operating Income performance, the first three quarterly payments were paid based on 104% achievement, and additional amounts earned were paid with the fourth quarter payment. The actual bonus amount set forth below represents the aggregate amount of the quarterly payments earned pursuant to the plan. Achievement under the plan was determined to be 96% of his target in the aggregate.

  25. Annual Performance-Based Bonus Program

    | Named Executive Officer | FY2023 Target Bonus Opportunity ($) | FY2023 Bonus – Corporate Performance Achievement (%) | Actual Annual Bonus Earned ($) | Actual Annual Bonus (as a % of Target Bonus) | | Dev Ittycheria | 280,000 | 207 | 420,000(1) | 150 | | Michael Gordon | 211,250 | 207 | 316,875(1) | 150 | | Cedric Pech | 381,074(2) | 96 | 366,530(2) | 96(3) | | Mark Porter | 211,250 | 207 | 316,875(1) | 150 |

  26. Annual Performance-Based Bonus Program

    (1) Messrs. Ittycheria, Gordon and Porter were paid in restricted stock units in lieu of cash, pursuant to the Senior Leadership Equity Bonus Program described below. (2) Mr. Pech’s cash bonus is set and paid in Swiss Francs (CHF) and, for the purposes of the table, is converted into U.S. dollars based on the exchange rate as of January 31, 2023 of 1.08 CHF to the U.S. dollar. Includes an additional $1,903.66 USD that resulted from a currency conversion issue. (3) Actual bonus earned, which represents the aggregate amount of quarterly payments earned by Mr. Pech over the year, differs from the actual bonus as a percentage of target amount due to rounding. Senior Leadership Equity Bonus Program. In order to encourage our executives to increase their equity holdings and further align their interests with that of our stockholders, beginning in fiscal year 2021 and continuing for fiscal years 2022 and 2023, the compensation committee approved a Senior Leadership Equity Bonus Program. Under this program, certain senior executives, including our executive officers, could elect, at the beginning of the fiscal year, to have their target performance-based bonus award structured as a stock-settled award (the “bonus stock award”) in the form described below, rather than being paid in cash. Under the terms of the program, senior executives who elect to participate receive their target annual incentive award as a bonus stock award will receive a restricted stock unit award that vests in two installments following the determinations of the award achieved for the first half and second half of the fiscal year. The target grant date value of the bonus stock awards received by participants in the program is equal to 100% of the target cash bonus exchanged, without premium, calculated based on the closing price of our common stock on a date shortly prior to the grant date. The bonus stock awards for fiscal year 2023 were granted on April 2, 2022. Our Chief Executive Officer, Chief Operating Officer & Chief Financial Officer and Chief Technology Officer, elected to participate in the program with respect to their 2023 bonus awards. Below are the details of the bonus stock awards issued to our Chief Executive Officer, Chief Operating Officer & Chief Financial Officer and Chief Technology Officer pursuant to the program.

  27. Annual Performance-Based Bonus Program

    | Named Executive Officer | FY2023 Target Bonus Opportunity ($) | Target Number of Shares Granted Under FY2023 Bonus Stock Awards in Lieu of Cash Bonus(1) | Number of Shares Earned under Bonus Stock Awards in Lieu of Cash Payout(2) | | Dev Ittycheria | 280,000 | 939 | 1,409 | | Michael Gordon | 211,250 | 709 | 1,063 | | Mark Porter | 211,250 | 709 | 1,063 |

  28. Annual Performance-Based Bonus Program

    (1) The target number of stock units to be awarded was determined by dividing the executive’s target bonus opportunity by $298.26, the closing stock price as of March 15, 2022. (2) Consistent with the cash bonus program, the executive may vest in up to 150% of the target number of shares underlying the bonus stock award, including the effect of the accelerators. For Mr. Ittycheria, 1,409 shares underlying the bonus stock award vested for fiscal year 2023. For Messrs. Gordon and Porter, 1,063 shares underlying the bonus stock award vested for fiscal year 2023. The performance-based bonus award payments made to our named executive officers for fiscal year 2023 are set forth in the “Summary Compensation Table” below.

  29. Long-Term Equity Incentives

    Long-Term Equity Incentives Long-term incentive compensation in the form of equity awards is an important tool for us to attract industry leaders of the highest caliber and to retain them for the long term. We provide long-term incentive compensation to ensure that a significant portion of named executive officer compensation is tied to our long-term results and increases in stockholder value. The majority of our named executive officers’ target total direct compensation opportunity in fiscal year 2023 was provided in the form of long-term equity awards. In fiscal year 2023, consistent with past practices, the compensation committee approved long-term incentive awards to our named executive officers consisting of RSUs. In addition, in response to investor feedback and market trends, for the first time in fiscal year 2023, the compensation committee introduced PSUs as a key component of our long-term executive compensation program. The compensation committee determined that PSUs provide a direct link between executive compensation and specific long-term performance goals that are aligned with our business objectives and stockholder interests. In fiscal year 2023, the target value of long-term equity incentive compensation under our annual long-term incentive program was weighted 50% in the form of PSUs and 50% in the form of RSUs. The PSUs will be earned contingent upon achievement of ARR performance targets and will vest subject to service requirements.

  30. Restricted Stock Units

    Restricted Stock Units The compensation committee grants some or all of our executive officers a grant of time-vesting RSUs each year as part of our annual review of our executive compensation program. The compensation committee, in consultation with the Chief Executive Officer (except in regard to his equity awards), determines the size and material terms of equity awards granted to our named executive officers, taking into account the role and responsibility of the named executive officer, our philosophy of more heavily weighting equity compensation over cash compensation, individual performance, competitive factors including competition for technology executives, peer group data, the size and value of unvested and outstanding equity compensation already held by each executive officer, the total annual target cash compensation opportunity for each named executive officer and retention objectives. The Compensation Committee independently determines the long-term incentive awards for the CEO. Each RSU is the economic equivalent of one share of MongoDB’s common stock and is settled in shares of MongoDB’s common stock. Since the value of the RSU awards increases with any increase in the value of the underlying shares, they serve as an incentive that aligns the interests of our executive officers with the long-term interests of our stockholders. In addition, because they are subject to a multi-year vesting requirement, RSU awards serve our retention objectives since our executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. Unlike stock options, RSUs have real economic value when they vest even if the market price of our common stock declines or stays flat, thus delivering more predictable and durable value to our executive officers. Additionally, because of their “full value” nature, RSU awards deliver the desired grant date fair value using a lesser number of shares than an equivalent stock option, thereby enabling us to reduce the dilutive impact of our long-term incentive award mix and to use our equity compensation resources more efficiently. The table below sets forth the RSU awards granted to our named executive officers during fiscal year 2023, as approved by the compensation committee. All executives received annual long-term incentive RSU grants on March 11, 2022.

  31. Restricted Stock Units

    | Named Executive Officer | Time-Based RSUs (number of shares) | Aggregate Grant Date Fair Value ($)(1) | | Dev Ittycheria | 19,544(2) | 6,185,481 | | Michael Gordon | 9,554(2) | 3,023,745 | | Cedric Pech | 10,919(2) | 3,455,754 | | Mark Porter | 6,824(2) | 2,159,728 |

  32. Restricted Stock Units

    (1) The grant date fair value was computed in accordance with ASC 718 based on the closing stock price at the grant date, as reported on the Nasdaq. (2) RSUs were granted on March 11, 2022. The number of RSUs was determined based on the number of shares based on a target dollar value, calculated using the 30-day VWAP of our stock during the period ending on, or a few days prior to, the grant date. The RSUs granted to Messrs. Ittycheria, Gordon, Pech and Porter for fiscal year 2023 are subject to time-based vesting over four years, with 1/16th of shares granted vesting each quarter following April 1, 2022, contingent on their continued employment with us through each vesting date.

  33. Performance Stock Units

    Performance Stock Units In response to investor feedback and market trends, for the first time in fiscal year 2023, the compensation committee introduced PSUs as a key component of our long-term executive compensation program. Each PSU is the economic equivalent of one share of MongoDB’s common stock and is settled in shares of MongoDB’s common stock. Subject to MongoDB’s satisfaction of certain performance metrics (as described below), PSUs vest in equal annual installments over three (3) years measured from April 1, 2022, subject to the recipient’s continued service with MongoDB through each applicable vesting date, except that the first vesting date is the later of April 1, 2023 and the date of certification by the compensation committee of the applicable performance metrics. The PSUs granted in fiscal 2023 were eligible to be earned between 0% and 200% ("Performance Target Ranges") based on the percentage growth of MongoDB’s ARR (“ARR Growth”) from February 1, 2022 through January 31, 2023. However, if cash generated by our regular operating activities ("Operating Cash Flow") failed to meet certain predetermined limits, then no PSUs would have vested with respect to fiscal year 2023. Our compensation committee considered a variety of factors, including our continued growth, our dynamic, highly competitive industry and the difficulty of predicting future performance in such an environment, and concluded that ARR Growth was most directly linked to our long-term growth plan and, as a result, its performance drives stockholder value and aligns the interests of our management with those of our stockholders. The table below sets forth the PSU awards (reflected at target of 100%) granted to our named executive officers during fiscal year 2023, as approved by the compensation committee. All executives received the annual long-term incentive PSU grants on March 11, 2022.

  34. Performance Stock Units

    | Named Executive Officer | Target Performance-Based PSUs (number of shares) | Aggregate Grant Date Fair Value at Target(1) | | Dev Ittycheria | 19,544(2) | 6,185,481 | | Michael Gordon | 9,554(2) | 3,023,745 | | Cedric Pech | 10,919(2) | 3,455,754 | | Mark Porter | 6,824(2) | 2,159,728 |

  35. Performance Stock Units

    (1) The grant date fair value was computed in accordance with ASC 718 based on the closing stock price at the grant date, as reported on the Nasdaq. (2) PSUs were granted on March 11, 2022. The number of PSUs was determined based on the number of shares based on a target dollar value, calculated using the 30-day VWAP of our stock during the period ending on, or a few days prior to, the grant date. In February 2023, achievement of the corporate performance goals for fiscal year 2023 for our named executive officers was determined to be 98.5% of target in the aggregate. The compensation committee accordingly reviewed and approved PSU achievement at 98.5% of target for fiscal year 2023. Equity Grant Practices. We have the following practices regarding equity compensation grants: •We do not strategically time long-term incentive awards in coordination with the release of material non-public information and have never had a practice of doing so. •We have never timed and do not plan to time the release of material non-public information for the purpose of affecting the value of executive compensation. •For equity grants to be granted to our non-employee directors at our 2022 annual meeting and to our executive officers and other employees for fiscal year 2023, we determined the number of shares based on a target dollar value, calculated using the 30-day VWAP of our stock during the period ending on, or a few days prior to, the grant date. We believe that using the VWAP mitigates the effect of any variations in stock price that may occur in the final minutes of trading if the closing price were used. •The accounting for equity awards granted by us is compliant with accounting principles generally accepted in the United States and is disclosed in our annual and quarterly financial reports filed with the SEC.

  36. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements

  37. Offer Letters and Employment Agreements

    Offer Letters and Employment Agreements We have offer letters or employment agreements with each of our named executive officers. The offer letters and employment agreements generally provide for at-will employment and set forth the executive officer’s initial base salary, initial target bonus, initial equity grant amount, eligibility for employee benefits and severance benefits upon a qualifying termination of employment. Each of our named executive officers has also executed our standard form of invention assignment, confidentiality and arbitration agreement. The key terms of employment with our named executive officers are described below. Dev Ittycheria We entered into an amended and restated offer letter with Dev Ittycheria, our President and Chief Executive Officer, dated September 29, 2017, as further amended and restated in December 2021 which sets forth the terms and conditions of his employment with us. Mr. Ittycheria’s annual base salary for the fiscal year ended January 31, 2023 was $400,000. Mr. Ittycheria is also eligible to receive an annual target bonus of $280,000 pursuant to our bonus plan. Mr. Ittycheria’s employment is at will and may be terminated at any time, with or without cause. The amended and restated offer letter agreement with Mr. Ittycheria provides that, if we terminate Mr. Ittycheria for any reason other than for “cause” or due to Mr. Ittycheria's death or disability, or if Mr. Ittycheria resigns his position with us for “good reason” (as such terms are defined in his offer letter), Mr. Ittycheria would be entitled to receive payment of his then-current base salary for a period of 12 months following his termination date in accordance with our regular payroll practices, and company-paid health insurance coverage for a period of 12 months following his termination date. In addition, if such termination or resignation occurs either in connection with, or within three months prior to or 12 months after, a change in control, Mr. Ittycheria would also be entitled to receive (i) payment of his target cash bonus for a period of 12 months following his termination date, in addition to payment of any earned but unpaid annual bonus for the fiscal year preceding the fiscal year in which the termination date occurs (except if he previously elected to receive a bonus stock award in lieu of cash for such period), (ii) 100% acceleration of vesting of all then-outstanding time-based unvested equity awards held by Mr. Ittycheria and acceleration of vesting of then-outstanding performance-based unvested equity awards held by Mr. Ittycheria based on the greater of target performance or actual performance. Payment of any of the above-described severance benefits is conditioned on the delivery and non-revocation of a general release of claims in our favor within 50 days after Mr. Ittycheria’s termination. Michael Gordon We entered into an amended and restated offer letter with Michael Gordon, our Chief Operating Officer and Chief Financial Officer, dated September 29, 2017, as further amended and restated in January 2022 which sets forth the terms and conditions of his employment with us. Mr. Gordon’s annual base salary for the fiscal year ended January 31, 2023 was $325,000. Mr. Gordon is also eligible to receive an annual target bonus of $211,250 pursuant to our bonus plan. Mr. Gordon’s employment is at will and may be terminated at any time, with or without cause. The amended and restated offer letter agreement with Mr. Gordon provides that if we terminate Mr. Gordon for any reason other than for “cause” or due to Mr. Gordon's death or disability, or Mr. Gordon resigns his position with us for “good reason” (as such terms are defined in his offer letter), Mr. Gordon would be entitled to receive payment of his then-current base salary for a period of six months following his termination date in accordance with our regular payroll practices, and company-paid health insurance coverage for a period of six months following his termination date. In addition, in the event such termination or resignation occurs either in connection with, or within three months prior to or 12 months after, a change in control, Mr. Gordon would also be entitled to receive (i) payment of his target cash bonus for a period of six months following his termination date, in addition to payment of any earned but unpaid annual bonus for the fiscal year preceding the fiscal year in which the termination date occurs (except if he previously elected to receive a bonus stock award in lieu of cash for such period), (ii) 100% acceleration of vesting of all then-outstanding time-based unvested equity awards held by Mr. Gordon and acceleration of vesting of then-outstanding performance-based unvested equity awards held by Mr. Gordon based on the greater of target performance or actual performance. Payment of any of the above-described severance benefits is conditioned on the delivery and non-revocation of a general release of claims in our favor within 50 days after Mr. Gordon’s termination. Mark Porter We entered into an offer letter with Mark Porter, our Chief Technology Officer, dated June 27, 2020, as amended and restated in December 2021 and as further amended and restated in December 2022, which sets forth the terms and conditions of his employment with us. Mr. Porter’s annual base salary for the fiscal year ended January 31, 2023 was $325,000. Mr. Porter is also eligible to receive an annual target bonus of $211,250 pursuant to our bonus plan. Mr. Porter’s employment is at will and may be terminated at any time, with or without cause. The offer letter agreement with Mr. Porter provides that if we terminate Mr. Porter for any reason other than for “cause” or due to Mr. Porter's death or disability, or Mr. Porter resigns his position with us for “good reason” (as such terms are defined in his offer letter), Mr. Porter would be entitled to receive payment of his then-current base salary for a period of six months following his termination date in accordance with our regular payroll practices, and company-paid health insurance coverage for a period of six months following his termination date. In addition, in the event such termination or resignation occurs either in connection with, or within three months prior to or 12 months after, a change in control, Mr. Porter would also be entitled to receive (i) payment of his target bonus for a period of six months following his termination date, in addition to payment of any earned but unpaid annual bonus for the fiscal year preceding the fiscal year in which the termination date occurs (except if he previously elected to receive a bonus stock award in lieu of cash for such period), (ii) 100% acceleration of vesting of all then-outstanding time-based unvested equity awards held by Mr. Porter and acceleration of vesting of then-outstanding performance-based unvested equity awards held by Mr. Porter based on the greater of target performance or actual performance. Payment of any of the above-described severance benefits is conditioned on the delivery and non-revocation of a general release of claims in our favor within 50 days after Mr. Porter’s termination. Cedric Pech We entered into a Swiss-law governed employment agreement with Cedric Pech, our Chief Revenue Officer, with an effective date of February 11, 2019, as further amended and restated in January 2022, which set forth the terms and conditions of his employment with us. Mr. Pech’s annual base salary for the fiscal year ended January 31, 2023 was CHF 252,033 ($272,196). Mr. Pech is also eligible to receive annual target sales compensation of CHF 352,846 ($381,074) pursuant to our variable compensation plan. The initial terms and conditions of Mr. Pech’s employment are set forth in his

  38. Offer Letters and Employment Agreements

    written employment agreement. Mr. Pech’s base salary and target sales compensation are set and paid in CHF and converted into U.S. dollars for purposes of these disclosures based on the exchange rate as of January 31, 2023 of 1.08 CHF to the U.S. dollar, as reflected above. The employment agreement with Mr. Pech provides that, if we terminate Mr. Pech for any reason other than for “cause” or due to Mr. Pech's death or disability, or if Mr. Pech resigns his position with us for “good reason” (as such terms are defined in his employment agreement), Mr. Pech would be entitled to receive payment of his then-current base salary for a period of six months following his termination date in accordance with our regular payroll practices, and an amount equal to six months of his then-current health insurance premium for a period of six months. In addition, if such termination or resignation occurs either in connection with, or within three months prior to or 12 months after, a change in control, Mr. Pech would also be entitled to receive (i) payment of his target cash bonus for a period of six months following his termination date, in addition to payment of any earned but unpaid annual bonus for the fiscal year preceding the fiscal year in which the termination date occurs (except if he previously elected to receive a bonus stock award in lieu of cash for such period), (ii) 100% acceleration of vesting of all then-outstanding time-based unvested equity awards held by Mr. Pech and acceleration of vesting of then-outstanding performance-based unvested equity awards held by Mr. Pech based on the greater of target performance or actual performance. Payment of any of the above-described severance benefits is conditioned on the delivery and non-revocation of a general release of claims in our favor within 50 days after Mr. Pech’s termination.

  39. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for our fiscal year ended January 31, 2023 in accordance with SEC rules.

  40. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Dev Ittycheria President and Chief Executive Officer | 2023 | 400,000 | 12,797,690(3) | — | 31,500(4) | 13,229,190 | | | 2022 | 400,000 | 10,135,257 | — | 31,500 | 10,566,757 | | | 2021 | 400,000 | 8,096,935 | — | 31,500 | 8,528,435 | | Michael Gordon Chief Operating Officer and Chief Financial Officer | 2023 | 325,000 | 6,369,696(3) | — | 31,500(4) | 6,726,196 | | | 2022 | 325,000 | 4,906,810 | — | 31,500 | 5,263,310 | | | 2021 | 325,000 | 3,911,374 | — | 31,500 | 4,267,874 | | Cedric Pech Chief Revenue Officer(5) | 2023 | 272,196 | 6,911,509 | 366,530(6) | 134,373(7) | 7,684,608 | | | 2022 | 269,676 | 5,616,825 | 837,186 | 135,845 | 6,859,532 | | | 2021 | 282,277 | 3,398,386 | 534,787 | 115,831 | 4,331,281 | | Mark Porter Chief Technology Officer | 2023 | 325,000 | 4,641,661(3) | — | 31,500(4) | 4,998,161 | | | 2022 | 325,000 | 3,558,757 | — | 31,500 | 3,915,257 | | | 2021 | 188,605 | 8,745,267 | 159,931 | 17,375 | 9,111,178 |

  41. Summary Compensation Table

    (1) The amounts in this column represent the grant date fair value of equity awards granted during the year. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. Equity awards granted during each year include: (a) awards of time-based RSUs, (b) awards of PSUs pursuant to the Senior Leadership Equity Bonus Program and (c) awards of PSUs under our long-term incentive program, each granted under the 2016 Plan. RSU and PSU awards are valued based on the closing price of our common stock on the grant date in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year. In the case of PSUs, the grant date fair value was determined based on the applicable performance conditions being achieved at the target payout level, which we determined to be the probable outcome as of the grant date. (2) For executives other than Mr. Pech, represents annual performance-based cash bonus awards. The amounts reported represent performance-based cash bonus awards earned by the named executive officer based on the achievement of certain company goals and the individual's target bonus amount. Bonus awards are paid semi-annually, based on the achievement of the company objectives set at the beginning of the fiscal year. For fiscal year 2023, Messrs. Ittycheria, Gordon and Porter did not receive a performance-based cash bonus award, as they elected to be paid in equity in lieu of cash. Please see the section titled “Senior Leadership Equity Bonus Program” in our Compensation Discussion and Analysis for additional details. For Mr. Pech, the amount reported represents compensation earned by Mr. Pech based on the achievement of certain company objectives and sales targets under our sales variable compensation plan, which were set at the beginning of the fiscal year. Bonus compensation for Mr. Pech was paid quarterly. Please see the section titled “Annual Performance-Based Bonus Program” in our Compensation Discussion and Analysis for additional details. (3) Includes (i) in the case of Messrs. Ittycheria, Gordon and Porter, an award of PSUs granted pursuant to the executive's election to receive a bonus stock award under the Senior Leadership Equity Bonus Program in lieu of fiscal year 2023 non-equity incentive compensation and (ii) in the case of each of our named executive officers, an award of RSUs and PSUs granted pursuant to our long-term incentive program. For Mr. Ittycheria, includes 939 PSUs with a grant date fair value of $426,729 granted pursuant to the Senior Leadership Equity Bonus Program and, pursuant to our long-term incentive program, 19,544 RSUs with a grant date fair value of $6,185,481 and 19,544 PSUs with a grant date fair value of $6,185,481. For Mr. Gordon, includes 709 PSUs with a grant date fair value of $322,205 granted pursuant to the Senior Leadership Equity Bonus Program and, pursuant to our long-term incentive program, 9,554 RSUs with a grant date fair value of $3,023,745 and 9,554 PSUs with a grant date fair value of $3,023,745. For Mr. Pech, includes 10,919 RSUs with a grant date fair value of $3,455,754 and 10,919 PSUs with a grant date fair value of $3,455,754 granted pursuant to our long-term incentive program. For Mr. Porter, includes 709 PSUs with a grant date fair value of $322,205 granted pursuant to the Senior Leadership Equity Bonus Program and, pursuant to our long-term incentive program, 6,824 RSUs with a grant date fair value of $2,159,728 and 6,824 PSUs with a grant date fair value of $2,159,728. Each of the foregoing grant date fair values was determined based on the applicable performance conditions being achieved at the target payout level, which we determined to be the probable outcome as of the grant date. Assuming that maximum performance is achieved under the Senior Leadership Equity Program, the value of the PSUs made to Messrs. Ittycheria, Gordon and Porter at the date of grant would have been $640,320, $483,080 and $483,080, respectively. Assuming that maximum performance is achieved under the long-term incentive program, the value of the PSUs made to Messrs. Ittycheria, Gordon, Pech and Porter at the date of grant for fiscal year 2023 would have been $12,370,961, $6,047,491, $6,911,509 and $4,319,456, respectively. Please see the sections titled “Senior Leadership Equity Bonus Program” and "Long-Term Equity Incentives" in our Compensation Discussion and Analysis and the “Grants of Plan-Based Awards” table for additional details. (4) Represents expenses incurred by us related to a cybersecurity assessment and related services (“Cybersecurity Services”) at the executive’s personal residence. (5) Mr. Pech’s cash compensation was paid in CHF and, for the purposes of the table, converted into U.S. dollars based on the exchange rate as of January 31, 2023 of 1.08 CHF to U.S. dollar for fiscal year 2023 (except for Cybersecurity Services which were paid in U.S. dollars). Values for fiscal year 2022 were calculated based on the exchange rate of January 31, 2022 of 1.07 CHF to U.S. dollar for fiscal year 2022 (except for the Cybersecurity Services which were paid in U.S. dollars). Values for fiscal year 2021 were calculated based on the exchange rate of January 31, 2021 of 1.12 CHF to U.S. dollar (except for the Cybersecurity Services which were paid in U.S. dollars). (6) Includes an additional $1,903.66 USD that resulted from a currency conversion issue. (7) Represents (a) a monthly housing and health coverage allowance of $39,191, (b) a health allowance of $5,702, (c) $31,500 of expenses incurred by us for Cybersecurity Services at the executive’s personal residence, (d) employer contributions to a Swiss pension (defined contribution) plan of $55,989 and (e) life insurance (or similar risk insurance) premiums paid by us of $1,991.

  42. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended January 31, 2023.

  43. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Date(1) | Award Type | Target ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Dev Ittycheria | 3/11/2022 | RSU | — | — | — | — | 19,544 | 6,185,481 | | | 3/11/2022 | PSU | — | 16,612 | 19,544 | 39,088 | — | 6,185,481 | | | 4/02/2022 | PSU | — | 470 | 939 | 1,409 | — | 426,729 | | Michael Gordon | 3/11/2022 | RSU | — | — | — | — | 9,554 | 3,023,745 | | | 3/11/2022 | PSU | — | 8,121 | 9,554 | 19,108 | | 3,023,745 | | | 4/02/2022 | PSU | — | 355 | 709 | 1,063 | — | 322,205 | | Cedric Pech | — | Annual Cash | 381,074(5) | — | — | — | — | — | | | 3/11/2022 | RSU | — | — | — | — | 10,919 | 3,455,754 | | | 3/11/2022 | PSU | — | 9,281 | 10,919 | 21,838 | — | 3,455,754 | | Mark Porter | 3/11/2022 | RSU | — | — | — | — | 6,824 | 2,159,728 | | | 3/11/2022 | PSU | — | 5,800 | 6,824 | 13,648 | — | 2,159,728 | | | 4/02/2022 | PSU | — | 355 | 709 | 1,063 | — | 322,205 |

  44. Grants of Plan-Based Awards

    (1) The time-based RSUs and PSUs granted to Messrs. Ittycheria, Gordon, Pech and Porter on March 11, 2022 under the 2016 Plan were pursuant to our long-term equity incentive program. The PSUs granted to Messrs. Ittycheria, Gordon and Porter on April 2, 2022 under the 2016 Plan were pursuant to the Senior Leadership Equity Bonus Program (see “Outstanding Equity Awards at Fiscal Year-End” below). (2) For Mr. Pech, our Chief Revenue Officer, the amount represents his target bonus amount under our sales variable compensation plan. Compensation for Mr. Pech was paid quarterly, based on the achievement of corporate goals and sales targets set at the beginning of the fiscal year. There is no threshold or maximum value for his bonus potential. Actual payout is reported in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. (3) Amounts represent the threshold, target and maximum number of shares that could be earned pursuant to (i) PSUs granted under the long-term incentive program granted on March 11, 2022 and (ii) the Senior Leadership Equity Bonus Program in lieu of fiscal year 2023 non-equity incentive compensation on April 2, 2022. (4) Time-based RSU awards and performance-based PSU awards are valued based on the grant date fair value. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year. In the case of PSUs, the grant date fair value was determined based on the applicable performance conditions being achieved at the target payout level, which we determined to be the probable outcome as of the grant date. Assuming that maximum performance is achieved under the Senior Leadership Equity Program, the value of the PSUs made to Messrs. Ittycheria, Gordon and Porter at the date of grant would have been $640,320, $483,080 and $483,080, respectively. Assuming that maximum performance is achieved under the long-term incentive program, the value of the PSUs made to Messrs. Ittycheria, Gordon, Pech and Porter at the date of grant for fiscal year 2023 would have been $12,370,961, $6,047,491, $6,911,509 and $4,319,456, respectively. The stock price at the grant dates was based on the closing price per share of our common stock on the grant dates, as reported on the Nasdaq as follows: March 11, 2022 ($316.49) and April 1, 2022 ($454.45). RSUs for Messrs. Ittycheria, Gordon, Pech and Porter will vest in quarterly installments over four years. One-third of the PSUs granted to Messrs. Ittycheria, Gordon, Pech and Porter under our long-term incentive program vested on April 1, 2023 following the determination by our compensation committee regarding the underlying performance conditions, and the remaining two-thirds will vest ratably on each of April 1, 2024 and April 1, 2025. PSUs for Messrs. Ittycheria, Gordon and Porter granted under our Senior Leadership Equity Bonus Program vested on April 1, 2023, following the determinations of the award achieved for the full fiscal year 2023. (5) Mr. Pech’s cash bonus target is set and paid in CHF and, for the purposes of the table, converted into U.S. dollars based on the exchange rate as of January 31, 2023 of 1.08 CHF to the U.S. dollar.

  45. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of January 31, 2023. All awards were granted under our 2008 Stock Plan (the “2008 Plan”) or the 2016 Plan.

  46. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Award Type | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Unites or Other Rights That Have Not Vested ($)(3)(4) | | Dev Ittycheria | 9/12/2014 | ISO | 6,386 | — | 6.50 | 9/12/2024 | — | — | — | — | | | 4/13/2016 | NQ | 656,650 | — | 6.50 | 4/13/2026 | — | — | — | — | | | 3/18/2019 | RSU | — | — | — | — | 3,863 | 827,493 | — | — | | | 2/27/2020 | RSU | — | — | — | — | 16,285 | 3,488,410 | — | — | | | 2/26/2021 | RSU | — | — | — | — | 14,408 | 3,086,338 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 15,880 | 3,401,655 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 19,251(5) | 4,123,722 | — | — | | | 4/2/2022 | PSU | — | — | — | — | 1,409(6) | 301,822 | — | — | | Michael Gordon | 7/15/2015 | NQ | 18,859 | — | 6.50 | 7/15/2025 | — | — | — | — | | | 4/13/2016 | NQ | 200,000 | — | 6.50 | 4/13/2026 | — | — | — | — | | | 3/18/2019 | RSU | — | — | — | — | 2,077 | 444,914 | — | — | | | 2/27/2020 | RSU | — | — | — | — | 7,715 | 1,652,630 | — | — | | | 2/26/2021 | RSU | — | — | — | — | 6,877 | 1,473,122 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 7,763 | 1,662,912 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 9,411(5) | 2,015,864 | — | — | | | 4/2/2022 | PSU | — | — | — | — | 1,063(6) | 227,705 | — | — | | Cedric Pech | 2/5/2019 | RSU | — | — | — | — | 1,434 | 307,177 | — | — | | | 2/27/2020 | RSU | — | — | — | — | 7,072 | 1,514,893 | — | — | | | 2/26/2021 | RSU | — | — | — | — | 8,187 | 1,753,737 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 8,872 | 1,900,471 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 10,755(5) | 2,303,875 | — | — | | Mark Porter | 6/29/2020 | RSU | — | — | — | — | 8,610 | 1,844,348 | — | — | | | 2/26/2021 | RSU | — | — | — | — | 7,423 | 1,590,081 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 5,545 | 1,187,794 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 6,722(5) | 1,439,843 | — | — | | | 4/2/2022 | PSU | — | — | — | — | 1,063(6) | 227,705 | — | — |

  47. Outstanding Equity Awards at Fiscal Year-End

    (1) On April 13, 2016, we amended the exercise prices of all of our outstanding option awards previously granted at an exercise price greater than $6.50 to $6.50. (2) The RSUs granted to Mr. Pech on February 5, 2019 and to Messrs. Ittycheria and Gordon on March 18, 2019 vest in equal quarterly installments over four years measured from April 1, 2019. RSUs granted to Messrs. Ittycheria, Gordon and Pech on February 27, 2020 vest quarterly, measured from April 1, 2020. RSUs granted to Mr. Porter on June 29, 2020 vest quarterly, measured from July 1, 2020 as follows: 40% of the RSUs will vest in the first year, 30% of the RSUs will vest in the second year, 15% of the RSUs will vest in the third year, and 15% of the RSUs will vest in the fourth year. RSUs granted to Messrs. Ittycheria, Gordon and Pech on February 26, 2021 vest quarterly, measured from April 1, 2021. RSUs granted to Mr. Porter on February 26, 2021 vest quarterly, measured from April 1, 2021 as follows: 20% of the RSUs will vest in the second year, 40% of the RSUs will vest in the third year, and 40% of the RSUs will vest in the fourth year. The RSUs granted to Messrs. Ittycheria, Gordon, Pech and Porter on March 11, 2022 vest in quarterly installments over four years measured from April 1, 2022. (3) Market value is calculated based on the closing price of our common stock on January 31, 2023 ($214.21), as reported on the Nasdaq. (4) All unvested shares of common stock underlying these awards will accelerate and vest in full if the executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the executive officer’s offer letter or employment agreement) in connection with, or within three months prior to or 12 months following, a change of control of MongoDB, including performance-based awards that will accelerate and vest based on the greater of the award recipient’s target performance rate or actual performance as of the award recipient’s date of termination. (5) The PSUs granted to Messrs. Ittycheria, Gordon, Pech and Porter pursuant to our long-term incentive program vest in equal, annual installments over three years measured from April 1, 2022 and subject to Company performance. Amounts reported represent 98.5% achievement of corporate performance goals for fiscal year 2023. (6) PSUs were granted to Messrs. Ittycheria, Gordon and Porter pursuant to the Senior Leadership Equity Bonus Program in lieu of fiscal year 2023 non-equity incentive compensation and vested in one installment on April 1, 2023, following the determinations of the bonus award achieved for the first half and second half of the fiscal year - amounts reported represent maximum achievement (150%) of performance goals for the second half of the fiscal year based on actual fiscal year 2023 corporate performance achievement exceeding the target level.

  48. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents information concerning the exercise of all stock options and vesting of all stock awards for the named executive officers during the fiscal year ended January 31, 2023.

  49. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Dev Ittycheria | 433,692 | 110,817,102 | 53,423 | 16,978,840 | | Michael Gordon | — | — | 27,488 | 8,827,324 | | Cedric Pech | — | — | 18,329 | 5,014,640 | | Mark Porter | — | — | 11,861 | 3,444,288 |

  50. Option Exercises and Stock Vested

    (1) The value realized on exercise is calculated as the difference between the market value of our common stock underlying the options on the date of exercise and the applicable exercise price of those options. The value does not reflect actual proceeds received. (2) The value realized on vesting is calculated by multiplying the number of shares of common stock by the market value of our common stock on the applicable vesting date and does not reflect actual proceeds received.

  51. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective offer letters or employment agreement, as described above under the section titled, “Employment, Severance and Change in Control Agreements,” assuming their employment was terminated as of January 31, 2023, including in connection with a change in control as of January 31, 2023. There are no potential payments or benefits in the case of termination for cause, voluntary termination, disability or death.

  52. Potential Payments Upon Termination or Change in Control

    | Name | Termination | Base Salary ($) | Bonus(1) ($) | Cash-Eligible Bonus(2) ($) | Accelerated Vesting of Equity Awards(3) ($) | Continuation of Insurance Coverage ($) | Total ($) | | Dev Ittycheria | Termination Without Cause or Resignation for Good Reason | 400,000 | — | — | — | 35,756 | 435,756 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | 400,000 | 420,000 | — | 15,191,559 | 35,756 | 16,047,315 | | Michael Gordon | Termination Without Cause or Resignation for Good Reason | 162,500 | — | — | — | — | 162,500 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | 162,500 | 316,875 | — | 7,432,016 | — | 7,911,391 | | Cedric Pech(3) | Termination Without Cause or Resignation for Good Reason | 136,098 | — | — | — | 2,908 | 139,006 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | 136,098 | 381,074 | 190,537 | 7,815,238 | 2,908 | 8,525,855 | | Mark Porter | Termination Without Cause or Resignation for Good Reason | 162,500 | — | — | — | 17,915 | 180,415 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | 162,500 | 316,875 | — | 6,235,867 | 17,915 | 6,733,157 |

  53. Potential Payments Upon Termination or Change in Control

    (1) Represents an amount equivalent to the NEO’s annual bonus for the fiscal year in which the termination of employment occurs, prorated to the date of such termination of employment and determined at the greater of target performance and actual performance. In the case of Messrs. Ittycheria, Gordon and Porter, this amount represents 150% of his target annual bonus amount or fiscal year 2023, which was his actual annual bonus for fiscal year 2023. In the case of Mr. Pech, this amount represents his target annual bonus amount for fiscal year 2023. (2) Represents an amount equivalent to the NEO’s “cash eligible” annual target bonus, which is equal to six months of Mr. Pech’s target annual bonus amount and paid in equal installments on the Company’s normal payroll schedule over the twelve (12) month period immediately following the date of such termination of employment. (3) The value of accelerated vesting of unvested RSUs and PSUs is based upon the closing price of our common stock on January 31, 2023 ($214.21), as reported on the Nasdaq, multiplied by the number of units. PSU awards will accelerate and vest based on the greater of the target number of units or the number of PSUs earned based on actual performance during the truncated performance period. In the case of PSUs granted to Messrs. Ittycheria, Gordon and Porter pursuant to the Senior Leadership Equity Bonus Program, the amounts in the column above are based on payout at 150% of target, which reflected the actual level earned for such PSUs for fiscal year 2023. In the case of PSUs granted to Messrs. Ittycheria, Gordon, Pech and Porter under our long-term incentive program, the amounts in the column above are based on payout at target, since the actual level earned for such PSUs was less than target. (4) Represents change in control (as defined in MongoDB Inc.'s Amended and Restated 2016 Equity Incentive Plan) severance benefits based on a double-trigger arrangement, which assumes the executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the executive officer’s employment agreement, in the case of Mr. Pech, or offer letter in the case of the other executive officers) in connection with, or within three months prior to or 12 months following, a change of control of MongoDB. (5) Following a change in control, any payments received by our named executive officers may be reduced to the extent the amount received by the applicable named executive officer would result in a loss of tax deduction under Section 280G of the Code. Pursuant to their employment agreements, each of the named executive officers are entitled to the greater of the full amount of such severance and the largest possible payout without imposition of an excise tax under Section 4999 of the Code. None of our NEOs are entitled to a gross up of any excise taxes that could become owed under Section 4999 of the Code. (6) Mr. Pech’s potential non-equity payments and benefits are set in CHF and, for the purposes of the table, converted into U.S. dollars based on the exchange rate as of January 31, 2023 of 1.08 CHF to the U.S. dollar.

  54. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified our median compensated employee from all full-time and part-time workers who were included as employees on our payroll records as of a determination date of December 1, 2022, based on base salary, bonuses, commissions, allowances and equity awards earned during fiscal year 2023. Conforming adjustments were made for employees who were hired during that period and did not receive pay for the full period, and international employees’ pay was converted to U.S. dollar equivalents using exchange rates as of the determination date. The fiscal year 2023 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $13,229,190, as reported in the Summary Compensation Table of this proxy statement. The fiscal year 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $231,880. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation for fiscal year 2023 is 57 to 1.

  55. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for our Chief Executive Officer (“CEO”) and the average compensation for our other Named Executive Officers (“Other NEOs”) for the fiscal years ended January 31, 2023, January 31, 2022 and January 31, 2021 (each, a “Covered Year”), in each case as reported in the Summary Compensation Table (“SCT”) and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC in August 2022. “Compensation actually paid” ("CAP") does not reflect amounts actually realized by our CEO and Other NEOs and may be higher or lower than the amounts, if any, that are ultimately realized by such individuals. The Compensation Committee did not consider “compensation actually paid”, as defined by the SEC, when making its executive compensation decisions for the Covered Years. Please see the Compensation Discussion and Analysis section in this proxy statement for a discussion of the Compensation Committee’s philosophy, objectives, and practices when making executive compensation decisions. The table below also provides information for each Covered Year on our cumulative Total Shareholder Return (“TSR”) and the cumulative TSR of our peer group, the Nasdaq Computer Index (with each such TSR determined for the period commencing on January 31, 2020), our Net Loss and our Revenue. We selected Revenue as our “most important financial performance measure” used to link “compensation actually paid” to our CEO and Other NEOs to our performance for the fiscal year ended January 31, 2023.

  56. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | SCT Total for CEO ($) | Compensation Actually Paid to CEO ($)(1)(2) | SCT Average Total for Other NEOs ($)(3) | Average Compensation Actually Paid to Other NEOs ($)(2)(4) | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net (Loss) Income (thousands) ($)(6) | Revenue (thousands) ($)(7) | | 2023 | 13,229,190 | (1,158,813) | 6,426,612 | (140,152) | 131 | 142 | (345,398) | 1,284,040 | | 2022 | 10,566,757 | 17,742,233 | 5,346,033 | 7,074,336 | 247 | 183 | (306,866) | 873,782 | | 2021 | 8,528,435 | 75,870,778 | 5,498,881 | 8,929,732 | 225 | 146 | (266,944) | 590,380 |

  57. Pay Versus Performance

    (1) The following table shows, for each Covered Year, the adjustments made to the total compensation shown for our CEO, Dev Ittycheria, on the SCT to arrive at “compensation actually paid” as reflected on the table above:

  58. Pay Versus Performance

    | Adjustments to Determine CEO Compensation Actually Paid | Fiscal year ended January 31, 2023 | Fiscal year ended January 31, 2022 | Fiscal year ended January 31, 2021 | | SCT total amount | 13,229,190 | 10,566,757 | 8,528,435 | | Subtract Amounts Reported under “Option Awards” and “Stock Awards” Columns in SCT for the Covered Year | 12,797,690 | 10,135,257 | 8,096,935 | | Add Year-end Fair Value of Options Awards and Stock Awards Granted during Covered Year that Remain Unvested as of Year-end | 7,806,455 | 8,787,241 | 16,347,481 | | Add Fair Value on Vesting of Option Awards and Stock Awards Granted during Covered Year that Vested during Covered Year | 889,080 | 2,388,178 | 2,924,375 | | Add change (positive or negative) in Fair Value from Prior Year-end to Covered Year-end of Option Awards and Stock Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | (6,596,740) | 2,449,600 | 36,282,788 | | Add change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Option Awards and Stock Awards Granted Prior to Covered Year that Vested during Covered Year | (3,689,107) | 3,752,557 | 19,884,634 | | Subtract Fair Value of forfeited Stock Awards during Covered Year | — | 66,843(8) | — | | TOTAL ADJUSTMENTS: | (14,388,003) | 7,175,476 | 67,342,343 | | TOTAL COMPENSATION ACTUALLY PAID: | (1,158,813) | 17,742,233 | 75,870,778 |

  59. Pay Versus Performance

    (2) For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards and other stock awards in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than the fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of such amounts are set forth in Note 11— Equity Incentive Plans and Employee Stock Purchase Plan in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. (3) The Other NEOs for the fiscal year ended January 31, 2023 and January 31, 2022 were Michael Gordon, Cedric Pech and Mark Porter. The Other NEOs for the fiscal year ended January 31, 2021 were Michael Gordon, Cedric Pech, Mark Porter and Eliot Horowitz. (4) The following table shows, for each Covered Year, the adjustments made to the average of the total compensation shown for the Other NEOs on the SCT to arrive at “compensation actually paid” as reflected on the table above:

  60. Pay Versus Performance

    | Adjustments to Determine Average of Other NEOs' Compensation Actually Paid | Fiscal year ended January 31, 2023 | Fiscal year ended January 31, 2022 | Fiscal year ended January 31, 2021 | | SCT total amount | 6,426,612 | 5,346,033 | 5,498,881 | | Subtract Amounts Reported under “Option Awards” and “Stock Awards” Columns in SCT for the Covered Year | 5,974,289 | 4,694,131 | 5,043,575 | | Add Year-end Fair Value of Options Awards and Stock Awards Granted during Covered Year that Remain Unvested as of Year-end | 3,642,784 | 4,295,795 | 6,512,713 | | Add Fair Value on Vesting of Option Awards and Stock Awards Granted during Covered Year that Vested during Covered Year | 416,788 | 872,769 | 1,337,571 | | Add change (positive or negative) in Fair Value from Prior Year-end to Covered Year-end of Option Awards and Stock Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | (3,143,169) | 829,978 | 6,746,122 | | Add change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Option Awards and Stock Awards Granted Prior to Covered Year that Vested during Covered Year | (1,508,880) | 440,771 | 3,983,122 | | Subtract Fair Value of forfeited Stock Awards during Covered Year | — | 16,880(8) | 10,105,101(9) | | TOTAL ADJUSTMENTS: | (6,566,765) | 1,728,303 | 3,430,851 | | TOTAL COMPENSATION ACTUALLY PAID: | (140,152) | 7,074,336 | 8,929,732 |

  61. Pay Versus Performance

    (5) Total Shareholder Return shown in this table utilizes our cumulative total return to shareholders of our common stock relative to the Nasdaq Computer Index, which is the index included in the stock performance graph required by Item 201(e) of Regulation S-K in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. The comparison assumes $100 was invested in our common stock and in the Nasdaq Computer Index for the period commencing on January 31, 2020 and ending on January 31 of each Covered Year. All dollar values assume reinvestment of the gross dividends paid by companies included in the Nasdaq Computer Index. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance. (6) Reflects “Net Loss” for each Covered Year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Net Loss” is a GAAP measure. (7) Reflects “Revenue” for each Covered Year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Revenue” is a GAAP measure. (8) Reflects performance-based stock awards that were forfeited as a result of attainment of company performance targets at a level that resulted in less than full vesting. (9) Reflects (i) the forfeiture of equity awards by Mr. Porter upon his resignation as a director on our board and in connection with his appointment as our Chief Technology Officer, effective July 2020, and (ii) the forfeiture of equity awards by Mr. Horowitz upon his resignation from his position as our Chief Technology Officer, effective July 2020.

  62. Discussion of Compensation Actually Paid

    Discussion of Compensation Actually Paid The graph below illustrates the TSR on a fixed $100 investment made as of January 31, 2020 in shares of our common stock and in the Nasdaq Computer Index. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance. The following chart sets forth the relationship between (i) the CAP of our CEO and the average CAP of our Other NEOs against (ii) MongoDB’s cumulative TSR for each Covered Year. The following chart sets forth the relationship between (i) the CAP of our CEO and the average CAP of our Other NEOs (as shown in the left axis) against (ii) Revenue and (iii) Net Loss on the right axis, for each Covered Year. CAP is influenced by numerous factors, including but not limited to, the timing of new grant issuances and award vesting, share price volatility during the fiscal year, our mix of performance metrics and other factors. Because our executive compensation program incentivizes and rewards executives primarily through long-term incentives in the form of PSU and RSU equity awards, CAP is most significantly impacted by changes in our stock price over the vesting period of the equity awards. For a review of our financial performance measures, our process for setting executive compensation and how our executive compensation design reinforces our compensation philosophy, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  63. Named Executive Officers, Directors and Director Nominees

    Named Executive Officers, Directors and Director Nominees

  64. Named Executive Officers, Directors and Director Nominees

    | | Shares Beneficially Owned | | | | Common Stock | | | Named Executive Officers and Directors | Number of Shares | Ownership % | | Archana Agrawal(5) | 2,080 | * | | Roelof Botha(6) | 244,513 | * | | Hope Cochran(7) | 50,561 | * | | Francisco D’Souza(8) | 4,483 | * | | Michael Gordon(9) | 290,722 | * | | Charles M. Hazard, Jr.(10) | 67,657 | * | | Dev Ittycheria(11) | 696,321 | 1.0 | | Tom Killalea(12) | 99,745 | * | | John McMahon(13) | 51,327 | * | | Dwight Merriman(15) | 1,860,457 | 2.6 | | Cedric Pech(15) | 46,677 | * | | Mark Porter(16) | 9,679 | * | | All executive officers and directors as a group (12 persons)(17) | 3,424,222 | 4.8 |

  65. Named Executive Officers, Directors and Director Nominees

    * Represents beneficial ownership of less than 1% (1) Based upon the information provided by T. Rowe Price Associates, Inc. (“T. Rowe Price”) in a Schedule 13G/A filed on April 10, 2023, and reporting ownership as of December 31, 2022. The principal business address of T. Rowe Price is 100 E. Pratt Street, Baltimore, MD 21202. T. Rowe Price has sole voting power over 2,750,591 shares of common stock, shared voting power over zero shares of common stock, sole dispositive power over 7,579,421 shares of common stock and shared dispositive power over zero shares of common stock. (2) Based upon the information provided by The Vanguard Group - 23-1945930 (“Vanguard”) in a Schedule 13G/A filed on February 9, 2023, and reporting ownership as of December 31, 2022. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. Vanguard has sole voting power over zero shares of common stock, shared voting power over 54,220 shares of common stock, sole dispositive power over 6,145,497 shares of common stock and shared dispositive power over 148,462 shares of common stock. (3) Based upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G/A filed on February 1, 2023, and reporting ownership as of December 31, 2022. The principal business address of BlackRock is 55 East 52nd Street, New York, NY 10055. BlackRock has sole voting power over 4,225,787 shares of common stock, shared voting power over zero shares of common stock, sole dispositive power over 4,631,892 shares of common stock and shared dispositive power over zero shares of common stock. (4) Based upon the information provided by FMR LLC (“FMR”) in a Schedule 13G/A filed on February 9, 2023, and reporting ownership as of December 31, 2022. The principal business address of FMR is 245 Summer Street, Boston, MA 02210. FMR has sole voting power over zero shares of common stock, shared voting power over zero shares of common stock, sole dispositive power over 4,573,333 shares of common stock and shared dispositive power over zero shares of common stock. (5) Consists of (a) 1,293 shares of common stock owned directly by Ms. Agrawal and (b) 787 shares of common stock issuable upon the vesting of RSUs within 60 days of April 28, 2023. (6) Consists of (a) 154 shares of common stock owned directly by Mr. Botha, (b) 243,572 shares of common stock owned by estate planning vehicles for the benefit of Mr. Botha and (c) 787 shares of common stock issuable upon the vesting of RSUs within 60 days of April 28, 2023. (7) Consists of (a) 8,650 shares of common stock owned directly by Ms. Cochran, (b) 41,124 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 28, 2023 and (c) 787 shares of common stock issuable upon the vesting of RSUs within 60 days of April 28, 2023. (8) Consists of (a) 3,696 shares of common stock owned directly by Mr. D’Souza and (b) 787 shares of common stock issuable upon the vesting of RSUs within 60 days of April 28, 2023. (9) Consists of (a) 67,863 shares of common stock owned directly by Mr. Gordon, (b) 4,000 shares of common stock held by immediate family members of Mr. Gordon and (c) 218,859 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 28, 2023. (10) Consists of (a) 50,875 shares of common stock owned directly by Mr. Hazard, (b) 15,995 shares of common stock owned by The Narragansett Bay Children’s Trust, of which Mr. Hazard is a Trustee and (c) 787 shares of common stock issuable upon the vesting of RSUs within 60 days of April 28, 2023. (11) Consists of (a) 148,285 shares of stock owned directly by Mr. Ittycheria and (b) 548,036 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 28, 2023. (12) Consists of (a) 28,958 shares of common stock owned directly by Mr. Killalea, (b) 50,000 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 28, 2023, (c) 5,000 shares of common stock owned by the UAISLE Trust U/A DTD 11/15/2021 for the benefit of his children, (d) 5,000 shares of common stock owned by the BREOGA Trust U/A DTD 11/15/2021 for the benefit of his children, (e) 5,000 shares of common stock owned by the CEANSA Trust U/A DTD 11/15/2021 for the benefit of his children, (f) 5,000 shares of common stock owned by the AOGALL Trust U/A DTD 11/15/2021 for the benefit of his children and (g) 787 shares of common stock issuable upon the vesting of RSUs within 60 days of April 28, 2023. (13) Consists of (a) 12,520 shares of common stock owned directly by Mr. McMahon, (b) 30,020 shares of common stock owned by the John D. McMahon 1995 Trust, (c) 8,000 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 28, 2023 and (d) 787 shares of common stock issuable upon the vesting of RSUs within 60 days of April 28, 2023. (14) Consists of (a) 1,224,561 shares of common stock owned directly by Mr. Merriman, (b) 540,896 shares of common stock held by The Dwight A. Merriman 2012 Trust for the benefit of his children, and (c) 95,000 shares of common stock held by the Dwight A. Merriman Charitable Foundation, a Delaware nonstock nonprofit corporation. (15) Consists of (a) 15,534 shares of common stock owned by Mr. Pech and (b) 31,143 shares of common stock owned by KW Investments SRL, an Italian limited liability company owned by Mr. Pech and his spouse. (16) Consists of 9,679 shares of common stock owned directly by Mr. Porter. (17) Consists of (a) 2,552,694 shares of common stock, (b) 866,019 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 28, 2023 and (c) 5,509 shares of common stock issuable upon the vesting of RSUs within 60 days of April 28, 2023.