DEF 14A of MongoDB, Inc.
Filed May 20, 2025 · FY20250001441816-25-000099
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 ten members divided into the three classes as follows: •Class I directors: Roelof Botha, Dev Ittycheria, and Ann Lewnes, whose terms will expire at the annual meeting of stockholders to be held in 2027; and •Class II directors: Francisco D’Souza, Charles M. Hazard, Jr. and Tom Killalea, whose terms will expire at the upcoming annual meeting of stockholders; and •Class III directors: Archana Agrawal, Hope Cochran and Dwight Merriman, whose terms will expire at the annual meeting of stockholders to be held in 2026. Our board of directors has nominated Messrs. D’Souza, Hazard and Killalea, each of whom is currently a director of MongoDB, for re-election to serve as Class II directors. Each of Messrs. D’Souza, Hazard and Killalea, 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 2028 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.
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:
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
| Name | Age | Position/Office Held With MongoDB | | Class I directors, nominees for election at the 2027 Annual Meeting of Stockholders | | | | Roelof Botha(1) | 51 | Director | | Dev Ittycheria | 58 | President, Chief Executive Officer and Director | | Ann Lewnes(3)(7) | 63 | Director | | Class II directors whose terms expire at the 2025 Annual Meeting of Stockholders | | | | Francisco D'Souza(3)(4)(5) | 56 | Director | | Charles M. Hazard, Jr.(1)(5)(6)(7) | 57 | Director | | Tom Killalea(3)(5)(8) | 57 | Chairperson of the Board | | Class III directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | Archana Agrawal(3) | 47 | Director | | Hope Cochran(1)(2) | 53 | Director | | Dwight Merriman(7) | 56 | Co-Founder and Director |
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 (7) Security Committee Member (8) Security 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.
Nominees for Election at the 2025 Annual Meeting of Stockholders
Nominees for Election at 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 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.
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Archana Agrawal has served as a member of our board of directors since August 2019. Ms. Agrawal is currently the President of Intercom, a business messaging software company, and has served in this capacity since December 2023. Ms. Agrawal served as the Chief Marketing Officer of Formagrid, Inc. d/b/a Airtable, a cloud collaboration company from March 2020 to December 2023. 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 19 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, a position she has held since 2019. Ms. Cochran first served as a venture partner at Madrona Venture Group from 2017 to 2019. 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 Finance committee and a member of its Audit committee. She has also served on the Board of Directors of New Relic, Inc., a public software analytics company, since May 2018, and was the lead independent director and a member of the audit committee through its sale in 2023. 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 10 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.
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 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 and Managing Partner since 2022. 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 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 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 board of directors of 23andMe, Inc., a personal genetics company from September 2017 to September 2024, on the board 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 ridesharing 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 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); DataRobot, Inc., a private software company (December 2021 to March 2024); 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. Ann Lewnes has served as a member of our board of directors since December 2023. Ms. Lewnes has significant leadership experience in branding, advertising, direct-to-consumer e-commerce, digital marketing, and corporate strategy. She brings leadership experience in driving transformative growth and global demand at large public companies, as well as experience serving on both public and non-profit boards. Ms. Lewnes served on the Board of Directors of Mattel, Inc., a public toy and entertainment company, from February 2015 to February 2024 and chaired Mattel's Governance and Social Responsibility Committee and was a member of its Executive Committee. From November 2006 to March 2023, Ms. Lewnes served as Adobe Inc.'s Chief Marketing Officer and Executive Vice President of Corporate Strategy and Development. Previously, Ms. Lewnes was at Intel Corporation where she served as their Vice President of Marketing. She currently serves on the board of directors of the Sundance Institute. Ms. Lewnes is vice chair of the Board of Trustees of Lehigh University from which she received her B.A. in International Relations and Journalism. We believe that Ms. Lewnes is qualified to serve on our board of directors as she offers valuable insights obtained through her extensive business and marketing experience, particularly at technology companies.
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.
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($) | | Archana Agrawal | 43,478 | 185,820(2) | 229,298 | | Roelof Botha | 45,978 | 185,820(2) | 231,798 | | Hope Cochran | 60,978 | 185,820(2) | 246,798 | | Francisco D’Souza | 54,978 | 185,820(2) | 240,798 | | Charles M. Hazard, Jr. | 58,739 | 185,820(2) | 244,559 | | Tom Killalea | 74,380 | 185,820(2) | 260,200 | | Ann Lewnes | 46,239 | 17,222(3) | 63,461 | | John McMahon(2) | 15,082 | 0(4) | 15,082 | | Dwight Merriman | 38,739 | 185,820(2) | 224,559 |
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, 2025. 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, 2025, 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 25, 2024. Each of Ms. Cochran and Messrs. Botha, D'Souza, Hazard 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, 2025. 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 30, 2025, the date of our 2025 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 25, 2024, 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 assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 10 to our Consolidated Financial Statements included in our Annual Report on Form 10-K. Mr. McMahon did not receive a grant of RSUs because he ceased serving on the board of directors on June 25, 2024. (3) Represents the aggregate grant date fair value of RSUs granted on June 25, 2024 to Ms. Lewnes 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. In February 2024, we revised our director compensation policy for the fiscal year 2025 and increased the value of the Initial Grant from $410,000 to $430,000. This grant was to match this increase in director compensation that the board of directors approved for fiscal year 2025, after Ms. Lewnes received an Initial Grant on December 5, 2023. (3) On June 25, 2024, Mr. McMahon ceased serving as a member of our board of directors following his decision to not stand for re-election at the 2024 Annual Meeting. The following table sets forth (a) the aggregate number of unvested RSUs held by each non-employee director as of January 31, 2025 and (b) the aggregate number of options held by each non-employee director as of January 31, 2025.
Director Compensation
| Name | Total RSUs Held | Total Options Held | | Archana Agrawal | 820 | — | | Roelof Botha | 820 | — | | Hope Cochran | 820 | 20,562 | | Francisco D'Souza | 820 | — | | Charles M. Hazard, Jr. | 820 | — | | Tom Killalea | 820 | 50,000 | | Ann Lewnes | 764 | — | | John McMahon(1) | 0 | | | Dwight Merriman | 820 | — |
Director Compensation
(1) On June 25, 2024, Mr. McMahon ceased serving as a member of our board of directors following his decision not to stand for re-election at the 2024 Annual Meeting.
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 February 2025, the compensation committee engaged its compensation consultant, Semler Brossy, to review the design and competitiveness of our director compensation program. Based on the findings of the assessment, 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 $430,000 to $460,000 and from $215,000 to $230,000, respectively. These compensation changes will be effective as of our 2025 annual meeting of stockholders.
Executive Summary
| What We Do | | | | a | Pay for Performance | Tie 100% of executive annual bonus pay to company performance using annual corporate objectives selected for their ability to drive operational and financial performance. Provide 50% of the target value of long-term equity incentive compensation under our annual long-term incentive program in the form of performance stock units. | | a | Balance Short- and Long-Term Compensation | The allocation of incentives among the short-term incentive plan and the long-term incentive plan does not over-emphasize short-term performance at the expense of achieving long-term goals. For fiscal year 2025, 92.8% of our Chief Executive Officer’s total reported compensation and an average of 90.3% of the total reported executive compensation for our other named executive officers was in the form of long-term equity incentive awards. | | a | Multi-Year Vesting Periods for Long-Term Compensation | 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. | | a | Mitigation of Risk | Our executive compensation program has provisions to mitigate undue risk, including caps on the maximum level of payouts, clawback provisions, and multiple performance metrics. | | a | Clawback Policies | We maintain two clawback policies: one mandates recoupment of officers' incentive-based compensation in case of an accounting restatement due to material noncompliance with financial reporting requirements under U.S. securities laws under Rule 10D-1 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), and the other authorizes the board of directors to recoup bonus, incentive, or equity-based compensation from any of our current or former executive officers who engaged in misconduct (as described below), including in events unrelated to financial restatements. | | a | Stock Ownership Guidelines | Executive officers are expected to acquire and maintain a certain level of ownership interest, in order to emphasize long-term performance and to promote alignment with stockholders. | | a | Engage an Independent Compensation Consultant | Our fully independent compensation committee retains an independent compensation consultant on matters pertaining to executive and non-employee director pay and governance. | | a | Regularly Review Share Utilization | Management and the Board regularly evaluate share utilization levels by reviewing the cost and dilutive impact of stock compensation. | | a | Annual Say on Pay | We conduct an annual say-on-pay advisory vote. At our 2024 Annual Meeting of Stockholders, approximately 88% of the votes cast on the say-on-pay proposal were in favor of the fiscal year 2024 compensation of our named executive officers. |
Executive Summary
| What We Don't Do | | | | r | Tax Gross-Ups | We do not have any arrangements with our executive officers providing excessive tax gross-ups. | | r | Excessive 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. | | r | Hedging or Pledging of MongoDB Securities | We prohibit hedging and pledging of MongoDB securities by our employees, directors and consultants. | | r | Single-trigger vesting upon change in control | If there is a change in control, outstanding equity will vest only if there is a termination of employment following such change in control (a “double trigger”). A change in control alone will not trigger vesting. | | r | Supplemental executive retirement and pension benefits | We do not provide supplemental executive retirement or pension benefits. |
Say-on-Pay Vote and Stockholder Engagement
Say-on-Pay Vote and Stockholder Engagement At last year’s annual meeting of stockholders, approximately 88% 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. We appreciate and value the views and insights 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. For instance, largely as a result of stockholder feedback, in fiscal year 2022, the Committee approved a redesign of our annual long-term incentive grant program that resulted in our adoption of performance-based equity awards. Accordingly, a meaningful portion of our executive officer compensation is 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. Similarly, based on stockholder feedback, beginning with the fiscal year 2023 proxy statement, we added a board of directors skills matrix to highlight the diverse skill sets and experiences of our directors. In our fiscal year 2024 proxy statement, again in response to stockholder feedback requesting greater disclosure on NEO compensation calculations, we added tables indicating attainment levels of company performance metrics used to determine NEO compensation. In fiscal year 2025, we reached out to stockholders owning approximately 51% of our outstanding stock based on stock ownership level as of September 30, 2024, and had conversations with stockholders owning an aggregate of approximately 35% of our outstanding stock. Through this outreach, we solicited feedback on our executive compensation program, corporate governance and environmental and social impact issues. 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 at our upcoming annual meeting of stockholders. Please see Proposal 3 below for additional information.
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 of 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, 2025, the compensation committee retained Semler Brossy 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 2025, the scope of the compensation consultant's engagement for the compensation committee included: •reviewing the materials prepared for the compensation committee by management relative to fiscal year 2025 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 2025 executive compensation benchmarking; •advising on our non-employee director compensation program; •reviewing our current incentive design structures against market incentive design structures; and •supporting other ad hoc matters throughout the year. Semler Brossy reviewed and provided input on the Compensation Discussion and Analysis section of this proxy statement. In retaining Semler Brossy, 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 Semler Brossy, 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. Our compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies and companies with which we compete for top talent. 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 2024, the compensation committee, in consultation with Semler Brossy, 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 2025 compensation decisions:
Process for Setting Executive Compensation
As previewed in our proxy for fiscal year 2024, we removed RingCentral due to its smaller market capitalization and removed Zendesk, Coupa, and Avalara as their compensation data became outdated following closure of their respective acquisition transactions. Snowflake, Ansys, Cloudflare and Zscaler were added given their market capitalization alignment with MongoDB and high-growth profiles deemed them to be comparable to MongoDB. At the time of the compensation committee's approval of this peer group, MongoDB was at the 33rd percentile in terms of revenue and at the 67th 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 2025 to assist with the determination of compensation for our directors and executive officers. In addition, the compensation committee used survey data from a 2023 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 2025, the compensation committee made further adjustments to the peer group for purposes of fiscal year 2026 compensation determinations by removing Five9 due to its smaller market capitalization relative to MongoDB's, removing New Relic as its compensation data became outdated following closure of its acquisition transaction and adding Confluent and Samsara given comparable financial scales and relevant business dynamics. At the time of the compensation committee's approval of this peer group, MongoDB was at the 33rd percentile in terms of revenue and at the 40th percentile in terms of market capitalization relative to the companies in this peer group.
Executive Compensation Program Components for FY2025
| 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(2), 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(3) and Operating Cash Flow(4) | •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 |
Executive Compensation Program Components for FY2025
(1) See definition of Net New ARR in the section titled "Executive Compensation—Annual Performance-Based Bonus Program". (2) See definition of Non-GAAP Operating Income in the section titled "Executive Compensation—Annual Performance-Based Bonus Program". (3) See definition of ARR Growth in the section titled "Executive Compensation—Long-Term Equity Incentives—Performance Stock Units". (4) See definition of Operating Cash Flow in the section titled "Executive Compensation—Long-Term Equity Incentives—Performance Stock Units".
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 each fiscal year thereafter, 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 2025 and expressed as a percentage of their annual base salary, as follows:
Annual Performance-Based Bonus Program
| Named Executive Officer | FY2025 Target Bonus Opportunity (%) | FY2025 Target Bonus Opportunity ($) | | Dev Ittycheria | 70 | 350,000 | | Michael Gordon(1) | 65 | 227,500 | | Cedric Pech | 140 | 423,500(2) |
Annual Performance-Based Bonus Program
(1) Mr. Gordon stepped down from his position as Chief Operating Officer and Chief Financial Officer effective January 31, 2025. (2) 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, 2025 of 1.10 CHF to the U.S. dollar. In fiscal year 2025, 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 2025 performance-based bonus awards in the first quarter of fiscal year 2025. 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 2025. For fiscal year 2025, 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 diagram below illustrates the mechanics of our annual performance-based bonus program. The table below indicates actual attainment levels of corporate performance metrics for fiscal year 2025. We are not disclosing target achievement figures or actual attainment percentages for any of our performance metrics as these amounts represent confidential financial information, the disclosure of which would result in competitive harm. Target achievement figures were set by our compensation committee in such a manner as to be challenging to attain.
Annual Performance-Based Bonus Program
| Company Performance Goal(1)(2) | Weighting | Attainment | Weighted Impact | | Net New ARR(3) | 35% | Below Target | 26.7% | | Non-GAAP Operating Income(4) | 30% | Above Target | 34.26% | | Revenue | 35% | Below Target | 42% | | Overall Corporate Achievement | | 102.96%(2) | | | Final Payout | | 105.9% | |
Annual Performance-Based Bonus Program
(1) The performance target (100% attainment) for each company performance goal is 100% of our fiscal year 2025 operating plan. (2) Our named executive officers 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. Potential payout is capped at 150% and ranges between 0-150% of the executive’s target bonus opportunity (after applying the decelerator/accelerator factor). Actual payouts for fiscal year 2025 are included in this section under the heading "FY2025 Bonus Payouts". (3) 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. (4) 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. FY2025 Bonus Payouts. For our named executive officers, 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 compensation committee’s discretion. In August 2024, the compensation committee reviewed proposed payouts for the first half of fiscal year 2025 for our named executive officers and concluded that achievement of the corporate performance goals for the first half of fiscal year 2025 was determined to be 90% of target, which, due to decelerators, resulted in an 80.9% payout. In February 2025, achievement of the corporate performance goals for the second half of fiscal year 2025 for these named executive officers was determined to be 102.96% of target, which, due to accelerators, resulted in a 105.9% payout. The compensation committee reviewed and approved the bonus payments to these executives for fiscal year 2025, as set forth in the table below.
Annual Performance-Based Bonus Program
| Named Executive Officer | FY2025 Target Bonus Opportunity (%) | FY2025 Target Bonus Opportunity ($) | FY2025 Bonus – Corporate Performance Achievement (%) | Actual Annual Bonus Earned ($) | Actual Annual Bonus (as a % of Target Bonus) | | Dev Ittycheria | 70 | 350,000 | 105.9 | 370,685(1) | 105.9 | | Michael Gordon(2) | 65 | 227,500 | 105.9 | 240,945(1) | 105.9 | | Cedric Pech | 140 | 423,500(2) | 105.9 | 448,529(3) | 105.9 |
Annual Performance-Based Bonus Program
(1) Messrs. Ittycheria and Gordon were paid in performance stock units in lieu of cash, pursuant to the Senior Leadership Equity Bonus Program described below. (2) Mr. Gordon stepped down from his position as Chief Operating Officer and Chief Financial Officer effective January 31, 2025. (3) 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, 2025 of 1.10 CHF to the U.S. dollar. 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 year 2025, the compensation committee approved a Senior Leadership Equity Bonus Program. Under this program, certain senior executives, including our named 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 2025 were granted on March 22, 2024. Our Chief Executive Officer and our former Chief Operating Officer & Chief Financial Officer elected to participate in the program with respect to their fiscal year 2025 bonus awards. Below are the details of the bonus stock awards issued to our Chief Executive Officer and our former Chief Operating Officer & Chief Financial Officer pursuant to the program.
Annual Performance-Based Bonus Program
| Named Executive Officer | FY2025 Target Bonus Opportunity ($) | Target Number of Shares Granted Under FY2025 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 | 350,000 | 949 | 1,005 | | Michael Gordon | 227,500 | 617 | 654 |
Annual Performance-Based Bonus Program
(1) The target number of performance stock units to be awarded was determined by dividing the executive’s target bonus opportunity by $368.94, the closing stock price as of March 14, 2024. The value shown here may differ from the grant date fair value shown in the applicable compensation tables because of the accounting methodology required in those tables in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. (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, 1,005 shares underlying the bonus stock award vested for fiscal year 2025. For Mr. Gordon , 654 shares underlying the bonus stock award vested for fiscal year 2025. The performance-based bonus award payments made to our named executive officers for fiscal year 2025 are set forth in the “Summary Compensation Table” below.
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 2025 was provided in the form of long-term equity awards. The compensation committee annually approves long term equity incentive compensation to our named executive officers consisting of RSUs and PSUs. The target value of long-term equity awards under our annual long-term incentive program is weighted 50% in the form of PSUs and 50% in the form of RSUs. The RSUs vest subject to service requirements while PSUs are earned contingent upon achievement of ARR Growth and Operating Cash Flow performance targets and vest subject to service requirements.
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 2025, as approved by the compensation committee. All executives received annual long-term incentive RSU grants on March 22, 2024.
Restricted Stock Units
| Named Executive Officer | Time-Based RSUs (number of shares) | Aggregate Grant Date Fair Value ($)(1) | | Dev Ittycheria | 20,683(2) | 7,352,807 | | Michael Gordon | 9,429(2)(3) | 3,352,010 | | Cedric Pech | 9,733(2) | 3,460,082 |
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. The value shown here may differ from the grant date fair value shown in the applicable compensation tables because of the accounting methodology required in those tables in accordance with FASB ASC Topic 718. (2) RSUs were granted on March 22, 2024. The number of RSUs was determined 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. (3) In accordance with Mr. Gordon's regular four-year vesting schedule described below, 2,357 RSUs have vested, and the remaining 7,072 shares were forfeited in connection with the termination of Mr. Gordon's Advisory Agreement. For more information, please see the section titled “Executive Compensation—Employment, Severance and Change in Control Agreements—Offer Letters and Employment Agreements”. The RSUs granted to Messrs. Ittycheria, Gordon and Pech for fiscal year 2025 are subject to time-based vesting over four years, with 1/16th of shares granted vesting each quarter following April 1, 2024, contingent on their continued employment with us through each vesting date.
Performance Stock Units
Performance Stock Units Each PSU is the economic equivalent of one share of MongoDB’s common stock and is settled in shares of MongoDB’s common stock. PSUs may be earned over a one-year performance period based upon satisfaction of certain performance metrics (as described below), and are subject to three-year ratable service-based vesting from the grant date, except that the first vesting date is the later of April 1, 2025 and the date of certification by the compensation committee of the applicable performance metrics. The PSUs granted in fiscal 2025 were eligible to be earned between 0% and 200% ("Performance Target Ranges") based on the percentage growths of MongoDB’s ARR (“ARR Growth”) and cash generated by our regular operating activities ("Operating Cash Flow"), each from February 1, 2024 through January 31, 2025. Consistent with fiscal year 2024, in fiscal year 2025, we used Operating Cash Flow as a sliding metric to determine whether any PSUs would be eligible for vesting based on achievement of a predetermined Operating Cash Flow level. 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 and Operating Cash Flow were most directly linked to our long-term growth plan and, as a result, their performance drive stockholder value and align 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 2025, as approved by the compensation committee. All executives received the annual long-term incentive PSU grants on March 22, 2024. PSUs are eligible to be earned between 0% and 200% of target based on MongoDB's ARR Growth and Operating Cash Flow, in each case from February 1, 2024 through January 31, 2025.
Performance Stock Units
| Named Executive Officer | Target Performance-Based PSUs (number of shares) | Aggregate Grant Date Fair Value at Target(1) | | Dev Ittycheria | 20,683(2) | 7,352,807 | | Michael Gordon | 9,429(2)(3) | 3,352,010 | | Cedric Pech | 9,733(2) | 3,460,082 |
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. The value shown here may differ from the grant date fair value shown in the applicable compensation tables because of the accounting methodology required in those tables. (2) PSUs were granted on March 22, 2024. The number of PSUs was determined 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. (3) In accordance with Mr. Gordon's fiscal year 2025 PSU payout described below, on April 1, 2025, 2,577 PSUs vested and 566 shares were canceled. The remaining 6,286 shares were forfeited in connection with the termination of Mr. Gordon's Advisory Agreement. For more information, please see the section titled Executive Compensation—Employment, Severance and Change in Control Agreements—Offer Letters and Employment Agreements”. In February 2025, achievement of the corporate performance goals for fiscal year 2025 for our named executive officers was determined to be 82% of target in the aggregate. The compensation committee accordingly reviewed and approved PSU achievement at 82% of target for fiscal year 2025. The table below indicates actual attainment levels of corporate performance metrics for fiscal year 2025. We are not disclosing actual target achievement levels or actual attainment for any of our performance metrics as these amounts represent confidential financial information, the disclosure of which would result in competitive harm.
Performance Stock Units
| Company Performance Goal(1) | Weighting | Attainment | Weighted Impact | | ARR Growth | 70% | Below Target | 28% | | Operating Cash Flow | 30% | Above Target | 54% | | Final Payout | | 82% | |
Performance Stock Units
(1) The performance target (100% attainment) for each company performance goal is 100% of our fiscal year 2025 operating plan. 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 ("MNPI") and have never had a practice of doing so. •We have never timed and do not plan to time the release of MNPI for the purpose of affecting the value of executive compensation. •For equity grants to be granted to our non-employee directors at our 2025 annual meeting and to our executive officers and other employees for fiscal year 2026, 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. •We do not currently grant stock options, stock appreciation rights (SARs) or similar awards with "option-like" features, and thus we have not adopted a policy regarding the timing of any such awards in connection with the disclosure of MNPI. •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.
Employment, Severance and Change in Control Agreements
Employment, Severance and Change in Control Agreements
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. In addition, in connection with his resignation as our Chief Operating Officer and Chief Financial Officer, effective January 31, 2025, Mr. Gordon entered into an Advisory Agreement (the "Advisory Agreement") with us effective February 1, 2025. 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 pursuant to his amended and restated offer letter is $400,000 (as may be amended from time to time). Mr. Ittycheria is also eligible to receive an annual target bonus of $280,000 (as may be amended from time to time) 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 former 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 pursuant to this amended and restated offer letter is $325,000 (as may be amended from time to time). Mr. Gordon is also eligible to receive an annual target bonus of $211,250 (as may be amended from time to time) 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. Mr. Gordon stepped down as our Chief Operating Officer and Chief Financial Officer on January 31, 2025. He did not receive any severance in connection with his resignation. Following his resignation, and pursuant to his Advisory Agreement, Mr. Gordon continued to serve as a consultant to MongoDB through the termination of the Advisory Agreement on May 1, 2025. The only compensation Mr. Gordon received in connection with the provision of advisory services was the continued vesting of his outstanding service-based awards. In connection with the termination of the Advisory Agreement on May 1, 2025, all outstanding and unvested service-based awards held by Mr. Gordon were forfeited. Cedric Pech We entered into a Swiss-law governed employment agreement with Cedric Pech, our President of Field Operations and former Chief Revenue Officer, with an effective date of February 11, 2019, as further amended and restated in January 2022, which sets forth the terms and conditions of his employment with us. Mr. Pech’s annual base salary pursuant to his amended and restated employment agreement is CHF 252,033 ($277,236) (as may be amended from time to time). Mr. Pech is also eligible to receive annual target sales compensation of CHF 352,846 ($388,131) (as may be amended from time to time) pursuant to our variable compensation plan. The initial terms and conditions of Mr. Pech’s employment are set forth in his 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, 2025 of 1.10 CHF to the U.S. dollar, as reflected above.
Offer Letters and Employment Agreements
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.
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, 2025 in accordance with SEC rules.
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 | 2025 | 500,000 | 15,046,370(3) | — | 296,975(4) | 15,843,345 | | | 2024 | 400,000 | 14,825,835 | — | 65,612(5) | 15,291,447 | | | 2023 | 400,000 | 12,797,690 | — | 31,500 | 13,229,190 | | Michael Gordon Chief Operating Officer and Chief Financial Officer | 2025 | 350,000 | 6,925,565(3) | — | 27,390(4) | 7,302,955 | | | 2024 | 325,000 | 7,323,167 | — | 33,430 | 7,681,597 | | | 2023 | 325,000 | 6,369,696 | — | 31,500 | 6,726,196 | | Cedric Pech President of Field Operations(6) | 2025 | 302,500 | 6,920,163(3) | 448,252 | 114,683(7) | 7,785,598 | | | 2024 | 292,358 | 7,107,244 | 613,952 | 140,829(7) | 8,154,383 | | | 2023 | 272,196 | 6,911,509 | 366,530 | 134,373 | 7,684,608 |
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 10 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. The grant date fair value shown here may differ from the approved value shown in the Compensation Discussion and Analysis because of the accounting methodology required in this table. (2) 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 2025, Messrs. Ittycheria and Gordon 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. (3) Includes (i) in the case of Messrs. Ittycheria and Gordon, 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 2025 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 949 PSUs with a grant date fair value of $340,757 granted pursuant to the Senior Leadership Equity Bonus Program and, pursuant to our long-term incentive program, 20,683 RSUs with a grant date fair value of $7,352,807 and 20,683 PSUs with a grant date fair value of $7,352,807. For Mr. Gordon, includes 617 PSUs with a grant date fair value of 221,546 granted pursuant to the Senior Leadership Equity Bonus Program and, pursuant to our long-term incentive program, 9,429 RSUs with a grant date fair value of $3,352,010 and 9,429 PSUs with a grant date fair value of $3,352,010. For Mr. Pech, includes 9,733 RSUs with a grant date fair value of $3,460,082 and 9,733 PSUs with a grant date fair value of $3,460,082 granted pursuant to our long-term incentive program. 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 and Gordon at the date of grant would have been $510,956 and $332,139, respectively. Assuming that maximum performance is achieved under the long-term incentive program, the value of the PSUs made to Messrs. Ittycheria, Gordon and Pech at the date of grant for fiscal year 2025 would have been $14,705,613, $6,704,019 and $6,920,163, 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 (i) $24,792 each in expenses incurred by us related to a cybersecurity assessment and related services (“Cybersecurity Services”) at the executive’s personal residence; (ii) gross-up payment for food vouchers offered to all U.S. based employees and (iii) in the case of Mr. Ittycheria, $271,542 incurred by us related to security enhancements for Mr. Ittycheria's personal residence. (5) In addition to amounts previously reported in this column, in fiscal year 2024, Mr. Ittycheria received personal security services valued at $33,726. (6) 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, 2025 of 1.10 CHF to U.S. dollar for fiscal year 2025 (except for Cybersecurity Services which were paid in U.S. dollars). Values for fiscal year 2024 were calculated based on the exchange rate of January 31, 2024 of 1.16 CHF to U.S. dollar (except for the Cybersecurity Services which were paid in U.S. dollars). Values for fiscal year 2023 were calculated based on the exchange rate of January 31, 2023 of 1.08 CHF to U.S. dollar (except for the Cybersecurity Services which were paid in U.S. dollars). Effective December 9, 2024, Mr. Pech was promoted to President of Field Operations from his prior role of Chief Revenue Officer. (7) Represents (a) a monthly housing and health coverage allowance of $39,917, (b) a health allowance of $5,808, (c) $24,792 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 $42,533 and (e) life insurance (or similar risk insurance) premiums paid by us of $1,633.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended January 31, 2025.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(5) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Date(1) | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Dev Ittycheria | 3/22/2024 | RSU(1) | | — | | — | — | — | 20,683 | 7,352,807 | | | 3/22/2024 | PSU(1) | | — | | 10,341 | 20,683 | 41,366 | — | 7,352,807 | | | 3/20/2024 | PSU(2) | | — | | 474 | 949 | 1,423 | — | 340,757 | | Michael Gordon | 3/22/2024 | RSU(1) | | — | | — | — | — | 9,429 | 3,352,010 | | | 3/22/2024 | PSU(1) | | — | | 4,714 | 9,429 | 18,858 | — | 3,352,010 | | | 3/20/2024 | PSU(2) | | — | | 308 | 617 | 925 | — | 221,546 | | Cedric Pech | 3/22/2024 | Annual Cash | 211,750 | 423,500 | 635,250 | — | — | — | — | — | | | 3/22/2024 | RSU(1) | | — | | — | — | — | 9,733 | 3,460,082 | | | 3/22/2024 | PSU(1) | | — | | 4,866 | 9,733 | 19,466 | — | 3,460,082 |
Grants of Plan-Based Awards
(1) The time-based RSUs and PSUs granted to Messrs. Ittycheria, Gordon and Pech on March 22, 2024 under the 2016 Plan were pursuant to our long-term equity incentive program. (2) The PSUs granted to Messrs. Ittycheria and Gordon on March 20, 2024 under the 2016 Plan were pursuant to the Senior Leadership Equity Bonus Program (see “Outstanding Equity Awards at Fiscal Year-End” below). (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 22, 2024 and (ii) the Senior Leadership Equity Bonus Program in lieu of fiscal year 2025 non-equity incentive compensation on March 20, 2024. (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 10 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 and Gordon at the date of grant would have been $510,956 and $332,139, respectively. The stock price at the grant date was based on the closing price of our common stock on the grant date, as reported on the Nasdaq as follows: March 20, 2024 ($359.07). Assuming that maximum performance is achieved under the long-term incentive program, the value of the PSUs made to Messrs. Ittycheria, Gordon and Pech at the date of grant for fiscal year 2025 would have been $14,705,613, $6,704,019 and $6,920,163, respectively. The stock price at the grant dates was based on the closing price per share of our common stock on the grant date, as reported on the Nasdaq as follows: March 22, 2024 ($355.50). RSUs for Messrs. Ittycheria and Pech will vest in quarterly installments over four years. RSUs for Mr. Gordon, who stepped down on January 31, 2025 as our Chief Operating Officer and Chief Financial Officer and instead assumed an advisory position, vested in quarterly installments until the termination of his Advisory Agreement filed as Exhibit 10.20 on our Form 10-K filed with the SEC on March 20, 2025. One-third of the PSUs granted to Messrs. Ittycheria, Gordon and Pech under our long-term incentive program vested on April 1, 2025 following the determination by our compensation committee regarding the underlying performance conditions, and for Messrs. Ittycheria and Pech, the remaining two-thirds will vest ratably on each of April 1, 2026 and April 1, 2027, while Mr. Gordon's remaining two-thirds were forfeited upon the termination of his Advisory Agreement. PSUs for Messrs. Ittycheria and Gordon granted under our Senior Leadership Equity Bonus Program vested on April 1, 2025, following the determinations of the award achieved for the full fiscal year 2024. (5) Mr. Pech’s annual 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, 2025 of 1.10 CHF to the U.S. dollar. Actual payout is reported in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column.
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, 2025. Michael Gordon, our former Chief Operating Officer and Chief Financial Officer, stepped down on January 31, 2025. However, pursuant to his Advisory Agreement, Mr. Gordon held time-based equity awards as of January 31, 2025, which continued to vest through the termination of the Advisory Agreement on May 1, 2025. All awards were granted under our 2008 Stock Plan (the “2008 Plan”) or the 2016 Plan.
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 ($)(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | | Dev Ittycheria | 4/13/2016 | NQ | 21,366 | — | 6.50 | 4/13/2026 | — | — | — | — | | | 2/26/2021 | RSU | — | — | — | — | 1,601 | 437,585 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 6,644 | 1,815,938 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 6,108(5) | 1,669,439 | — | — | | | 4/2/2022 | PSU | — | — | — | — | 469(6) | 128,187 | — | — | | | 3/24/2023 | PSU | — | — | — | — | 22,468(7) | 6,140,954 | — | — | | | 3/24/2023 | RSU | — | — | — | — | 18,863 | 5,155,635 | — | — | | | 3/20/2024 | PSU | — | — | — | — | 475(9) | 129,827 | — | — | | | 3/22/2024 | PSU | — | — | — | — | 20,683(8) | 5,653,078 | — | — | | | 3/22/2024 | RSU | — | — | — | — | 16,805 | 4,593,143 | — | — | | Michael Gordon | 4/13/2016 | NQ | 108,859 | — | 6.50 | 4/13/2026 | — | — | — | — | | | 2/26/2021 | RSU | — | — | — | — | 765 | 209,090 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 3,248 | 887,743 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 2,986(5) | 816,134 | — | — | | | 4/2/2022 | PSU | — | — | — | — | 354(6) | 96,755 | — | — | | | 3/24/2023 | PSU | — | — | — | — | 10,983(7) | 3,001,874 | — | — | | | 3/24/2023 | RSU | — | — | — | — | 9,221 | 2,520,284 | — | — | | | 3/20/2024 | PSU | — | — | — | — | 309(9) | 84,456 | — | — | | | 3/22/2024 | PSU | — | — | — | — | 9,429(8) | 2,577,134 | — | — | | | 3/22/2024 | RSU | — | — | — | — | 7,662 | 2,094,178 | — | — | | Cedric Pech | 2/26/2021 | RSU | — | — | — | — | 910 | 248,721 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 3,713 | 1,014,837 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 3,413(5) | 932,841 | — | — | | | 3/24/2023 | PSU | — | — | — | — | 10,983(7) | 3,001,874 | — | — | | | 3/24/2023 | RSU | — | — | — | — | 9,221 | 2,520,284 | — | — | | | 3/22/2024 | PSU | — | — | — | — | 9,733(8) | 2,660,224 | — | — | | | 3/22/2024 | RSU | — | — | — | — | 7,909 | 2,161,688 | — | — |
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) RSUs granted to Messrs. Ittycheria, Gordon and Pech on February 26, 2021 vest quarterly, measured from April 1, 2021. The RSUs granted to Messrs. Ittycheria, Gordon and Pech on March 11, 2022 vest in quarterly installments over four years measured from April 1, 2022. The RSUs granted to Messrs. Ittycheria, Gordon and Pech on March 24, 2023 vest in quarterly installments over four years measured from April 1, 2023. The RSUs granted to Messrs. Ittycheria, Gordon and Pech on March 22, 2024 vest in quarterly installments over four years measured from April 1, 2024. (3) Market value is calculated based on the closing price of our common stock on January 31, 2025 ($273.32), 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 and Pech 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 and Gordon 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. (7) The PSUs granted to Messrs. Ittycheria, Gordon and Pech pursuant to our long-term incentive program vest in equal, annual installments over three years measured from April 1, 2023 and subject to Company performance. Amounts reported represent 151% achievement of corporate performance goals for fiscal year 2024. (8) The PSUs granted to Messrs. Ittycheria, Gordon and Pech pursuant to our long-term incentive program vest in equal, annual installments over three years measured from April 1, 2024 and subject to Company performance. Amounts reported represent 82% achievement of corporate performance goals for fiscal year 2025. (9) PSUs were granted to Messrs. Ittycheria and Gordon pursuant to the Senior Leadership Equity Bonus Program in lieu of fiscal year 2025 non-equity incentive compensation and vested in one installment on April 1, 2024, following the determinations of the bonus award achieved for the first half and second half of the fiscal year - amounts reported represent achievement (105.9%) of performance goals for the second half of the fiscal year based on actual fiscal year 2025 corporate performance achievement as compared to the target level.
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, 2025.
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 ($)(2) | | Dev Ittycheria | 82,670 | 31,789,631 | 51,576 | 16,458,511 | | Michael Gordon | 50,000 | 17,433,755 | 25,515 | 8,168,620 | | Cedric Pech | — | — | 25,421 | 8,076,192 |
Option Exercises and Stock Vested
(1) The value realized on exercise is calculated as the difference between the market value of our common stock underlying the options on the date of exercise and the applicable exercise price of those options. The value does not reflect actual proceeds received. (2) The value realized on vesting is calculated by multiplying the number of shares of common stock by the market value of our common stock on the applicable vesting date and does not reflect actual proceeds received.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective offer letters or employment agreement, as described above under the section titled, “Employment, Severance and Change in Control Agreements,” assuming their employment was terminated as of January 31, 2025, including in connection with a change in control as of January 31, 2025. There are no potential payments or benefits in the case of termination for cause, voluntary termination, disability or death.
Potential Payments Upon Termination or Change in Control
| Name | Termination | Base Salary ($) | Bonus(1) ($) | Accelerated Vesting of Equity Awards(2) ($) | Continuation of Insurance Coverage ($) | Total ($) | | Dev Ittycheria | Termination Without Cause or Resignation for Good Reason | 500,000 | — | — | 35,971 | 535,971 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(3)(4) | 500,000 | 525,000 | 25,723,785 | 35,971 | 26,784,756 | | Michael Gordon(5) | Termination Without Cause or Resignation for Good Reason | 175,000 | — | — | — | 175,000 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(3)(4) | 175,000 | 341,250 | 12,287,647 | — | 12,803,897 | | Cedric Pech(3)(6) | Termination Without Cause or Resignation for Good Reason | 151,250 | — | — | 2,962 | 154,212 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(3)(4) | 151,250 | 635,250 | 12,540,468 | 2,962 | 13,329,930 |
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 each of Messrs. Ittycheria, Gordon and Pech, this amount represents 150% of his target annual bonus amount for fiscal year 2025. (2) The value of accelerated vesting of unvested RSUs and PSUs is based upon the closing price of our common stock on January 31, 2025 ($273.32), 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 and Gordon pursuant to the Senior Leadership Equity Bonus Program, the amounts in the column above are based on payout at 150% of target. In the case of PSUs granted to Messrs. Ittycheria, Gordon and Pech under our long-term incentive program, the amounts in the column above are based on payout at 82% of target, which reflected the actual level earned for such PSUs for fiscal year 2025. (3) 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 (3) months prior to or twelve (12) months following, a change of control of MongoDB. (4) 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. (5) Effective January 31, 2025, Mr. Gordon resigned from his role as Chief Operating Officer and Chief Financial Officer, and did not receive any severance in connection with resignation, nor is he entitled to any change in control payments. Additionally, Mr. Gordon is not entitled to any benefits nor any change in control payments pursuant to the Advisory Agreement entered into effective as of February 1, 2025. (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, 2025 of 1.10 CHF to the U.S. dollar.
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, 2024, based on base salary, bonuses, commissions, allowances and equity awards earned during fiscal year 2025. 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 2025 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $15,843,345, as reported in the Summary Compensation Table of this proxy statement. The fiscal year 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $216,544. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation for fiscal year 2025 is 73 to 1.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as defined by the SEC’s regulations (“CAP”), and certain financial performance of the Company. For additional information regarding our compensation philosophy, objectives and structure of our performance-based compensation programs, and compensation decisions, please refer to "Compensation Discussion and Analysis". 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, 2025, January 31, 2024, 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. “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 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 CAP to our CEO and Other NEOs to our performance for the fiscal year ended January 31, 2025.
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) | | 2025 | 15,843,345 | (1,260,121) | 7,544,277 | (2,113,422) | 167 | 289 | (129,072) | 2,006,443 | | 2024 | 15,291,447 | 44,853,129 | 7,487,213 | 10,599,236 | 244 | 220 | (176,600) | 1,683,011 | | 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 |
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 CAP as reflected on the table above:
Pay Versus Performance
| Adjustments to Determine CEO Compensation Actually Paid | Fiscal year ended January 31, 2025 | Fiscal year ended January 31, 2024 | Fiscal year ended January 31, 2023 | Fiscal year ended January 31, 2022 | Fiscal year ended January 31, 2021 | | SCT total amount | 15,843,345 | 15,291,447 | 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 | 15,046,370 | 14,825,835 | 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 | 9,398,928 | 31,722,922 | 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 | 1,072,206 | 2,670,818 | 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 | (8,527,742) | 6,507,392 | (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 | (4,000,488) | 3,486,384 | (3,689,107) | 3,752,557 | 19,884,634 | | Subtract Fair Value of forfeited Stock Awards during Covered Year | — | — | — | 66,843(8) | — | | TOTAL ADJUSTMENTS: | (17,103,466) | 29,561,682 | (14,388,003) | 7,175,476 | 67,342,343 | | TOTAL COMPENSATION ACTUALLY PAID: | (1,260,121) | 44,853,129 | (1,158,813) | 17,742,233 | 75,870,778 |
Pay Versus Performance
(2) For purposes of the adjustments to determine CAP, 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 10— Equity Incentive Plans and Employee Stock Purchase Plan in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. (3) The Other NEOs for the fiscal year ended January 31, 2025 were Michael Gordon and Cedric Pech. The Other NEOs for the fiscal year ended January 31, 2024, 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 CAP as reflected on the table above:
Pay Versus Performance
| Adjustments to Determine Average of Other NEOs' Compensation Actually Paid | Fiscal year ended January 31, 2025 | Fiscal year ended January 31, 2024 | Fiscal year ended January 31, 2023 | Fiscal year ended January 31, 2022 | Fiscal year ended January 31, 2021 | | SCT total amount | 7,544,277 | 7,487,213 | 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 | 6,922,864 | 6,912,855 | 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 | 3,626,273 | 10,317,641 | 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 | 482,817 | 957,110 | 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 | (3,696,618) | 2,243,152 | (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 | (1,997,051) | 1,339,649 | (1,508,880) | 440,771 | 3,983,122 | | Subtract Fair Value of forfeited Stock Awards during Covered Year | 1,150,256(a) | 4,832,674(b) | — | 16,880(c) | 10,105,101(d) | | TOTAL ADJUSTMENTS: | (9,657,699) | 3,112,023 | (6,566,765) | 1,728,303 | 3,430,851 | | TOTAL COMPENSATION ACTUALLY PAID: | (2,113,422) | 10,599,236 | (140,152) | 7,074,336 | 8,929,732 |
Pay Versus Performance
(a) Reflects the forfeiture of equity awards by Mr. Gordon upon his stepping down as our Chief Operating Officer and Chief Financial Officer, effective January 31, 2025. (b) Reflects the forfeiture of equity awards by Mr. Porter upon his stepping down as our Chief Technology Officer, effective July 2023. (c) 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. (d) 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. (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, 2025. 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.
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.”
Named Executive Officers, Directors and Director Nominees
Named Executive Officers, Directors and Director Nominees
Named Executive Officers, Directors and Director Nominees
| | Shares Beneficially Owned | | | | Common Stock | | | Named Executive Officers and Directors | Number of Shares | Ownership % | | Archana Agrawal(3) | 3,198 | * | | Roelof Botha(4) | 219,204 | * | | Hope Cochran(5) | 36,957 | * | | Francisco D’Souza(6) | 6,235 | * | | Michael Gordon(7) | 180,100 | * | | Charles M. Hazard, Jr.(8) | 69,423 | * | | Dev Ittycheria(9) | 204,175 | * | | Tom Killalea(10) | 101,163 | * | | Ann Lewnes(11) | 381 | * | | Dwight Merriman(12) | 1,713,747 | 2.1 | | Cedric Pech(13) | 17,960 | * | | Srdjan Tanjga(14) | 754 | * | | All executive officers and directors as a group (12 persons)(15) | 2,553,297 | 3.1 |
Named Executive Officers, Directors and Director Nominees
* Represents beneficial ownership of less than 1% (1) Based upon the information provided by The Vanguard Group Inc. (“Vanguard”) in a Schedule 13G/A filed on March 6, 2025, and reporting ownership as of February 28, 2025. 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 56,855 shares of common stock, sole dispositive power over 7,309,424 shares of common stock and shared dispositive power over 187,557 shares of common stock. (2) Based upon the information provided by BlackRock Inc. (“BlackRock”) in a Schedule 13G/A filed on April 23, 2025, and reporting ownership as of March 31, 2025. The principal business address of BlackRock is 50 Hudson Yards, New York, NY 10001. BlackRock has sole voting power over 4,292,036 shares of common stock, shared voting power over zero shares of common stock, sole dispositive power over 4,692,038 shares of common stock and shared dispositive power over zero shares of common stock. (3) Consists of (a) 2,378 shares of common stock owned directly by Ms. Agrawal and (b) 820 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2025. (4) Consists of (a) 871 shares of common stock owned directly by Mr. Botha, (b) 217,513 shares of common stock owned by estate planning vehicles for the benefit of Mr. Botha and (c) 820 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2025. (5) Consists of (a) 18,513 shares of common stock owned directly by Ms. Cochran, (b) 17,624 shares of common stock issuable upon the exercise of options exercisable within 60 days of May 1, 2025 and (c) 820 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2025. (6) Consists of (a) 5,415 shares of common stock owned directly by Mr. D’Souza and (b) 820 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2025. (7) Consists of (a) 67,241 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) 108,859 shares of common stock issuable upon the exercise of options exercisable within 60 days of May 1, 2025. (8) Consists of (a) 52,608 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) 820 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2025. (9) Consists of (a) 191,144 shares of stock owned directly by Mr. Ittycheria and (b) 13,031 shares of common stock issuable upon the exercise of options exercisable within 60 days of May 1, 2025. (10) Consists of (a) 30,343 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 May 1, 2025, (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) 820 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2025. (11) Consists of 381 shares of common stock owned by Ms. Lewnes. (12) Consists of (a) 1,108,186 shares of common stock owned directly by Mr. Merriman, (b) 520,896 shares of common stock held by The Dwight A. Merriman 2012 Trust for the benefit of his children, (c) 83,845 shares of common stock held by the Dwight A. Merriman Charitable Foundation, a Delaware nonstock nonprofit corporation and (d) 820 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2025. (13) Consists of 17,960 shares of common stock owned by Mr. Pech. (14) Consists of 754 shares of common stock owned by Mr. Tanjga. (15) Consists of (a) 2,358,043 shares of common stock, (b) 189,514 shares of common stock issuable upon the exercise of options exercisable within 60 days of May 1, 2025 and (c) 5,740 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2025.