DEF 14A of MongoDB, Inc., May 19, 2026

DEF 14A of MongoDB, Inc.

Filed May 19, 2026 · FY20260001628280-26-036415

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our board of directors is divided into three classes. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of the election until the third annual meeting following the election. Any directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of MongoDB. Our board of directors currently consists of ten members divided into the three classes as follows: •Class I directors: Roelof Botha, Chirantan Desai, Dev Ittycheria and Ann Lewnes, whose terms will expire at the annual meeting of stockholders to be held in 2027; •Class II directors: Francisco D’Souza, Charles M. Hazard, Jr. and Tom Killalea, whose terms will expire at the annual meeting of stockholders to be held in 2028; and •Class III directors: Archana Agrawal, Hope Cochran and Dwight Merriman, whose terms will expire at the upcoming annual meeting of stockholders. Our board of directors has nominated Mses. Agrawal and Cochran and Mr. Merriman, each of whom is currently a director of MongoDB, for re-election to serve as Class III directors. Each of Mses. Agrawal and Cochran and Mr. Merriman, has agreed to stand for reelection at the meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2029 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

  2. Nominees

    Nominees Our nominating and corporate governance committee seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of our board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities deemed critical to effective functioning of the board of directors. In addition, the committee and the full board of directors feel that candidates representing an array of perspectives, skills, experiences and backgrounds add to the overall diversity and viewpoints of the board of directors and that the current board of directors embodies the breadth of backgrounds and experience necessary for a balanced and effective board.

  3. Nominees

    | Our board of directors recommends a vote FOR each Class III director nominee named above. |

  4. 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:

  5. 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) | 52 | Director | | Dev Ittycheria | 59 | Director and former President and Chief Executive Officer | | Ann Lewnes(3)(7) | 64 | Director | | Chirantan Desai | 55 | President, Chief Executive Officer and Director | | Class II directors whose terms expire at the 2028 Annual Meeting of Stockholders | | | | Francisco D'Souza(3)(4)(5) | 57 | Director | | Charles M. Hazard, Jr.(1)(5)(6)(7) | 58 | Director | | Tom Killalea(3)(5)(8) | 58 | Chairperson of the Board | | Class III directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | Archana Agrawal(3) | 48 | Director | | Hope Cochran(1)(2) | 54 | Director | | Dwight Merriman(7) | 57 | Co-Founder and Director |

  6. 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.

  7. Nominees for Election at the 2026 Annual Meeting of Stockholders

    Nominees for Election at 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 Venture Partner at Madrona Venture Group, a position she has held since 2017. From September 2013 to June 2016, Ms. Cochran served as the Chief Financial Officer of the public gaming company King Digital Entertainment plc ("King Digital"), which was acquired by Activision Blizzard, Inc. in February 2016. Prior to King Digital, she served as the Chief Financial Officer of Clearwire Corporation, a telecommunications operator, from February 2011 until its acquisition by Sprint, Inc. in July 2013. Previously, she has held several roles in the software industry, including at PeopleSoft, Inc., Evant Inc. and SkillsVillage Inc., a contract resources software company that she founded. Ms. Cochran has served on the Board of Directors of Hasbro, Inc., a public toy and entertainment company, since June 2016, and is chairperson of Hasbro's audit committee and a member of its finance committee. She has also served on the Board of Directors of New Relic, Inc., a public software analytics company from 2018 to 2023 and was the lead independent director and a member of its audit committee. Ms. Cochran received her B.A. in Economics and Music from Stanford University. We believe that Ms. Cochran is qualified to serve on our board of directors based on her financial and operating background in the technology sector and her experience serving on the board of directors of public companies. Dwight Merriman, one of our co-founders, has served as a member of our board of directors since July 2020. Prior to joining our board, he was previously employed as an advisor to MongoDB. In 1995, he co-founded DoubleClick and served as its Chief Technology Officer for 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.

  8. 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 Managing Member of Sequoia Capital Operations, LLC. 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 October 2009 to June 2022, and on the board of directors of Bird Global, Inc., a public electric vehicle ridesharing company from May 2018 to December 2022. 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. Chirantan J. Desai has served as our President and Chief Executive Officer and as a member of our board of directors since November 2025. Prior to his appointment with the Company, Mr. Desai served as President of Product and Engineering of Cloudflare, Inc. from October 2024. Previous to that, Mr. Desai served at ServiceNow, Inc. as President and Chief Operating Officer from January 2023 to July 2024, Chief Operating Officer from January 2022 to January 2023, and Chief Product and Engineering Officer from December 2016 to January 2022. Before ServiceNow, Inc., Mr. Desai served in various roles at EMC Corporation from September 2013 to December 2016, including as the President of the Emerging Technologies Division from September 2014 to December 2016. Prior to joining EMC Corporation, Mr. Desai held several executive roles at Symantec Corporation from November 2004 to September 2013, where he ran Information Management and Enterprise Security product lines. Mr. Desai began his career with Oracle Corporation and was a key member of the team that launched Oracle’s first cloud service. Mr. Desai served on the board of Zebra Technologies from December 2015 through May 2023 and was a member of its compensation committee. Mr. Desai holds a Master’s degree in Computer Science and an MBA degree from the University of Illinois at Urbana-Champaign. We believe that Mr. Desai 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 current President and Chief Executive Officer. Dev Ittycheria served as our President and Chief Executive Officer from September 2014 to November 2025. He has been 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 from January 2010 to August 2014; Athenahealth, Inc., a public cloud-based services company from June 2010 to February 2019; AppDynamics, Inc., a private software company from March 2011 until its acquisition by Cisco Systems, Inc. in March 2017; DataRobot, Inc., a private software company from 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 from 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 former 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 served as vice chair of the Board of Trustees of Lehigh University from 2021 to May 2025. She received her B.A. in International Relations and Journalism from Lehigh University. 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.

  9. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Francisco D’Souza has served as a member of our board of directors since November 2019. Mr. D'Souza is Managing Partner and Co-Founder of Recognize Partners, a position he has held since November 2019. He co-founded Cognizant Technology Solutions (“Cognizant”) in 1994 and served as its Chief Executive Officer from January 2007 to March 2019, where he oversaw a period of sustained growth and transformation that included: 10x increase in revenue from $1.4 billion in 2006 to $16.1 billion in 2018, a 7x increase in headcount from 39,000 in 2006 to 282,000 in 2018 and Cognizant's inclusion in the Fortune 200. Mr. D'Souza also served on the board of directors of General Electric Company from February 2013 to May 2023 and on the board of directors of Cognizant from January 2007 to March 2020 and as its Vice Chairman from June 2018 to March 2020. Mr. D’Souza serves on the tech-focused international advisory board of Banco Santander. He holds a B.B.A from the University of Macau and an M.B.A. from Carnegie Mellon University. We believe that Mr. D'Souza is qualified to serve on our board of directors based on his various executive leadership roles and technology industry expertise. Charles M. Hazard, Jr. has served as a member of our board of directors since October 2009. Mr. Hazard is a co-founder and has served as a General Partner of Flybridge Capital Partners, a venture capital firm, since May 2002. He currently represents Flybridge Capital Partners on the boards of directors of a number of privately held companies. Prior to co-founding Flybridge, Mr. Hazard served as a General Partner at Greylock Partners. Prior to that, he was with Company Assistance Limited, an investment and consulting firm, and Bain and Company, an international management-consulting firm. Mr. Hazard received his B.A. in Economics and Political Science from Stanford University and his M.B.A. from Harvard Business School. We believe that Mr. Hazard is qualified to serve on our board of directors because of his significant knowledge of and history with our company, his knowledge of the industry in which we operate and his extensive investment and board of directors' experience. Tom Killalea has served as a member of our board of directors since December 2015 and as the chairperson of the board of directors since July 2019. He has been an advisor to technology-driven companies since November 2014. Formerly at Amazon for 16 years, Mr. Killalea was Amazon's first Chief Information Security Officer, led the infrastructure and distributed systems team, and led the Kindle Content Ecosystem. Mr. Killalea currently serves on the board of directors of Akamai Technologies, Inc., a public technology company that provides cloud services for delivering content and business applications over the internet, Capital One Financial Corp., a public bank holding company, and Satellogic, Inc., a public earth observation company. Previously, he was a Director of Carbon Black, Inc. from April 2017 until its acquisition by VMware, Inc. in October 2019, and Xoom Corporation from March 2015 until its acquisition by PayPal, Inc. in November 2015. He serves on the editorial board of Association for Computing Machinery Queue. 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.

  10. 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, Semler Brossy Consulting Group, LLC (“Semler Brossy”).

  11. Director Compensation

    Director Compensation

  12. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($) | | Archana Agrawal | 47,500 | 237,289(2) | 284,789 | | Roelof Botha | 50,000 | 237,289(2) | 287,289 | | Hope Cochran | 65,000 | 237,289(2) | 302,289 | | Francisco D’Souza | 59,000 | 237,289(2) | 296,289 | | Charles M. Hazard, Jr. | 64,000 | 237,289(2) | 301,289 | | Tom Killalea | 81,500 | 237,289(2) | 318,789 | | Ann Lewnes | 51,500 | 237,289(2) | 288,789 | | Dwight Merriman | 44,000 | 237,289(2) | 281,289 |

  13. 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, 2026. 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, 2026, several directors elected to be paid in shares. 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 30, 2025. Each of Mses. Agrawal, Cochran and Lewnes, and Messrs. Botha, D'Souza and Hazard elected to be paid in shares of common stock for fees earned during the first half of the fiscal year ended January 31, 2026. The grant date fair value of such shares was calculated in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”) based on the closing stock price of our common stock on 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, 2026, the date of our 2026 annual meeting of stockholders. 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 30, 2025, 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 on 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 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K. The following table sets forth (a) the aggregate number of unvested RSUs held by each non-employee director as of January 31, 2026 and (b) the aggregate number of options held by each non-employee director as of January 31, 2026.

  14. Director Compensation

    | Name | Total RSUs Held | Total Options Held | | Archana Agrawal | 1,130 | — | | Roelof Botha | 1,130 | — | | Hope Cochran | 1,130 | 7,833 | | Francisco D'Souza | 1,130 | — | | Charles M. Hazard, Jr. | 1,130 | — | | Tom Killalea | 1,130 | — | | Ann Lewnes | 1,513 | — | | Dwight Merriman | 1,130 | — |

  15. 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 2026, 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 the following changes to the compensation for non-employee directors to better align the program with our peer group median and structure, effective as of our 2026 annual meeting of stockholders:

  16. Changes in Director Compensation

    | Compensation Element | | FY2026 Fee or Equity Amounts ($) | FY2027 Fee or Equity Amounts ($) | | Annual Retainer | | 40,000 | 40,000 | | Non-Executive Chairperson Retainer | | 20,000 | 60,000 | | Committee Chair Retainer | Audit | 25,000 | 30,000 | | | Compensation | 15,000 | 20,000 | | | Nominating and Corporate Governance | 10,000 | 12,000 | | | Security | 10,000 | 12,000 | | Non-Chair Committee Retainer | Audit | 10,000 | 12,000 | | | Compensation | 7,500 | 10,000 | | | Nominating and Corporate Governance | 4,000 | 6,000 | | | Security | 4,000 | 6,000 | | Initial Equity Grant | | 460,000 | 520,000 | | Annual Equity Grant | | 230,000 | 260,000 |

  17. Compensation Package for our New Chief Executive Officer

    Compensation Package for our New Chief Executive Officer In developing a compensation package for Mr. Desai in connection with his appointment as Chief Executive Officer, our board of directors and compensation committee gave careful consideration to the compensation structure that was reasonable and necessary to incentivize Mr. Desai to assume the role and drive the achievement of our strategic objectives. Our board of directors and compensation committee considered the critical nature of the role and the extremely competitive environment for public company chief executive officers in our industry, as well as Mr. Desai's qualifications and demonstrated impact. Mr. Desai's equity awards were designed to (i) incentivize the re-acceleration of growth of our business in an increasingly competitive market being disrupted by AI and other emerging technologies, (ii) encourage long-term value creation for our stockholders and (iii) compensate him for certain unvested equity awards that he forfeited upon his departure from Cloudflare, his prior employer, in connection with his decision to join MongoDB. Our board of directors and compensation committee partnered with Semler Brossy, our independent compensation consultant, to structure a compensation package that we believe aligns with such incentives. In connection with his appointment as our President and Chief Executive Officer, Mr. Desai entered into an offer letter containing the principal terms and conditions of his employment. The offer letter provides for, among other things, (i) an annual base salary of $500,000; (ii) an annual target bonus opportunity of 70% of his annual base salary pursuant to our bonus plan; (iii) a sign-on bonus of $2,500,000 in cash, with the payment schedule described below; and (iv) other equity awards described below. Sign-On Cash Bonus. 50% of the $2,500,000 is payable following six months of continuous service and the remaining 50% is payable following twelve months of continuous service. As of January 31, 2026, neither payment had vested. The sign-on cash bonus was awarded to offset equity forfeited by Mr. Desai in connection with his departure from his prior employer. Sign-On RSU Award. Mr. Desai received an award of RSUs with a target award value of $15,000,000, totaling 44,096 RSUs, subject to vesting over two years in eight equal quarterly installments after the first quarter following the vesting start date and standard continuous service requirements. As of January 31, 2026, none of Mr. Desai's RSUs have vested. The RSUs will also be subject to a one-year holding period following each applicable vesting date. The number of RSUs was determined based on a target dollar value, calculated using the closing stock price of the Company’s common stock on the Nasdaq on October 27, 2025. The sign-on RSU award was granted to offset equity forfeited by Mr. Desai in connection with his departure from his prior employer, to induce him to join MongoDB and to create long-term alignment with our stockholders. Sign-On PSU Award. Mr. Desai received a performance-based equity award ("PSU") with a target award value (100%) of $17,500,000, subject to the stock price targets described below. Mr. Desai is eligible to earn up to 200% of the PSU award upon achievement of the maximum attainment threshold indicated below. The PSU award intends to promote stockholder value creation by tying Mr. Desai’s payout to sustained, meaningful stock price appreciation over a performance period of up to five years. Because Mr. Desai will not realize value from the PSU award unless our stockholders also experience substantial value creation, the award directly aligns his compensation with stockholder interests. The PSU award further incentivizes significant and sustained performance, with vesting only occurring at stock price targets significantly above our current stock price (as shown in the table below) and only if the 60-day average stock price equals or exceeds the applicable thresholds, as described below. The sign-on PSU award was granted to offset equity forfeited by Mr. Desai in connection with his departure from his prior employer, to induce him to join MongoDB and as a meaningful performance incentive to drive value creation for our stockholders. The PSU award is divided into four attainment thresholds that each require achievement of a stock price as set forth in the table below. Attainment thresholds will be met if the 60-consecutive trading day average of our stock price equals or exceeds the applicable stock price threshold at the end of the trading day (the "Attainment Date") within five years of Mr. Desai's employment start date. Based on the attainment threshold achieved, Mr. Desai will be eligible to receive the corresponding percentage of PSUs. The PSUs will vest on the corresponding date below or the Attainment Date, whichever is later.

  18. Compensation Package for our New Chief Executive Officer

    | Stock Price Threshold ($)(1) | Vesting Date(2) | Percent of Target | Total Potential Number of PSUs(3) | | 375 | January 1, 2027 | 100% | 51,445 | | 400 | January 1, 2028 | 125% | 64,306 | | 475 | January 1, 2029 | 150% | 77,167 | | 600 | January 1, 2029 | 200% | 102,890 |

  19. Compensation Package for our New Chief Executive Officer

    (1) The stock price threshold will be attained if the 60-consecutive trading day average equals or exceeds the applicable stock price threshold. (2) The PSUs will vest on the applicable vesting date or the Attainment Date, whichever is later, subject to Mr. Desai's continued service with us through each applicable vesting date or, if later, the applicable Attainment Date. Any PSUs that have not yet vested on or before November 9, 2030 shall be forfeited in full and no payout shall be made. (3) Represents the total number of PSUs that may vest. At each vesting date, the number of PSUs that vest will be net of any previously vested PSUs. The number of PSUs was determined based on a target dollar value of $17,500,000, calculated using the closing share price of the Company’s common stock on the Nasdaq on October 27, 2025.

  20. Compensation Package for our New Chief Financial Officer

    Compensation Package for our New Chief Financial Officer Following Mr. Tanjga's resignation, our board of directors appointed Mr. Berry as Chief Financial Officer in May 2025. In connection with his appointment, Mr. Berry entered into an offer letter containing the principal terms and conditions of his employment. The offer letter provides for, among other things, (i) an annual base salary of $350,000; (ii) an annual target bonus opportunity of 65% of his annual base salary pursuant to our bonus plan; and (iii) the RSU awards described below. Sign-On RSU Awards. Mr. Berry received two RSU awards in connection with his appointment as Chief Financial Officer: a new hire grant with a target award value of $9,000,000, totaling 50,802 RSUs, and a sign-on bonus grant with a target award value of $3,000,000, totaling 16,934 RSUs. Each of the RSU awards will vest over four years, with 25% of the RSUs vesting on the 12-month anniversary of the vesting start date, and the balance vesting in equal quarterly installments, in each case, subject to continuous service on each applicable vesting date. The number of RSUs was determined based on a target dollar value, using the VWAP of our common stock on the Nasdaq for the 30-trading days immediately prior to the grant date of May 27, 2025. The sign-on RSU awards were granted to offset equity forfeited by Mr. Berry in connection with his departure from his prior employer and to induce him to join MongoDB.

  21. 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 2026, 94.5% of our former Chief Executive Officer’s total reported compensation, 99.6% of our current Chief Executive Officer's total reported compensation and an average of 91.8% of the total reported executive compensation for our other named executive officers (excluding Mr. Tanjga) 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 covered executive 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 2025 Annual Meeting of Stockholders, approximately 82% of the votes cast on the say-on-pay proposal were in favor of the fiscal year 2025 compensation of our named executive officers. |

  22. Executive Summary

    | What We Don't Do | | | | r | Excessive 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, except for case-by-case exceptions for employees who are not executive officers or directors, as approved by our board of directors. | | 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. |

  23. Executive Compensation Philosophy

    (1) Mr. Desai's sign-on cash bonus is excluded from this table since neither cash payment vested in fiscal year 2026 and such sign-on cash bonus reflects a one-time occurrence unrelated to our existing compensation practices. (2) For Messrs. Desai and Berry, "Long Term Incentives" includes their sign-on equity awards, which are described in the section above titled "Executive Leadership Transitions in Fiscal Year 2026". (3) Data excludes Mr. Tanjga, who resigned from MongoDB on May 8, 2025. Our executive compensation program has been designed to attract, retain and motivate talented executives. Accordingly, when setting individual executive compensation levels, the compensation committee generally aims to position target total direct compensation at levels that are competitive with other public and private companies in our industry and regions with whom we compete for talent. Further, our compensation committee tends to weight the target total direct compensation opportunities of our executive officers more heavily towards equity compensation. Target pay positioning may vary by individual depending on the experience level and performance of the executive and other factors, such as the demand for executives with certain skills and experience and the costs associated with recruiting qualified executives from other established companies.

  24. Process for Setting Executive Compensation

    Process for Setting Executive Compensation Role of the Compensation Committee. Compensation decisions for our named executive officers are determined by the compensation committee, with input from our independent compensation consultant and, as appropriate, management (including our Chief Executive Officer, except in regard to his compensation). The compensation committee reviews the compensation of our named executive officers on an annual basis to ensure the executives are appropriately compensated and motivated, and makes adjustments as necessary. Pursuant to its charter, the compensation committee is primarily responsible for establishing, approving and adjusting compensation arrangements for our named executive officers and for reviewing and approving performance goals and objectives relevant to these compensation arrangements, and considering factors related to the performance of MongoDB. For additional information about the compensation committee, see the section titled “Board of Directors and Corporate Governance–Board Committees–Compensation Committee.” Generally, the compensation committee’s process for determining executive compensation comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the compensation committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the compensation committee (together with the board of directors) determines any adjustments to his compensation as well as awards to be granted, taking into account the board of directors' 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 compensation 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, 2026, 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 2026, 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 2026 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 2026 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 2025, 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 2026 compensation decisions:

  25. Process for Setting Executive Compensation

    As previewed in our proxy for fiscal year 2025, we removed Five9 due to its smaller market capitalization and removed New Relic as their compensation data became outdated following closure of its acquisition transaction. We added Samsara and Confluent given their comparable financial scales and relevant business dynamics. At the time of the compensation committee's approval of this peer group, relative to the companies in this peer group, MongoDB was at the 33rd percentile in terms of revenue and at the 40th percentile in terms of market capitalization. The compensation committee referred to compensation data from this peer group in the first quarter of fiscal year 2026 to assist with the determination of compensation for our directors and executive officers. In addition, the compensation committee used survey data from a 2024 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 2026, the compensation committee made further adjustments to the peer group for purposes of fiscal year 2027 compensation determinations by removing Crowdstrike due to its larger market capitalization relative to MongoDB's, removing ANSYS as its compensation data became outdated following its acquisition transaction and adding Nutanix and Twilio given comparable financial scales and relevant business dynamics. At the time of the compensation committee's approval of this peer group, relative to the companies in this peer group, MongoDB was at the 39th percentile in terms of revenue and at the 41st percentile in terms of market capitalization.

  26. Executive Compensation Program Components for FY2026

    | Compensation Element(1) | 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(2), Non-GAAP Operating Income(3), 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(4) and Operating Cash Flow(5) | •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 |

  27. Executive Compensation Program Components for FY2026

    (1) See section titled "Executive Compensation—Executive Leadership Transitions in Fiscal Year 2026" for non-standard award elements granted in connection with the appointment of our new named executive officers in fiscal year 2026. (2) See definition of Net New ARR in the section titled "Executive Compensation—Annual Performance-Based Bonus Program". (3) See definition of Non-GAAP Operating Income in the section titled "Executive Compensation—Annual Performance-Based Bonus Program". (4) See definition of ARR Growth in the section titled "Executive Compensation—Long-Term Equity Incentives—Performance Stock Units". (5) See definition of Operating Cash Flow in the section titled "Executive Compensation—Long-Term Equity Incentives—Performance Stock Units".

  28. Base Salary

    (1) Represents Mr. Desai's annualized base salary as of the date of his appointment as Chief Executive Officer effective November 10, 2025. (2) Represents Mr. Ittycheria's annualized base salary prior to his resignation as Chief Executive Officer effective November 9, 2025. Mr. Ittycheria remains employed as an advisor pursuant to his Advisory Agreement and, as such, he will receive an annual salary of $100,000. For additional information on this agreement, see the section below titled "Executive Compensation–Employment, Severance and Change in Control Agreements–Offer Letters and Employment Agreements." (3) Represents Mr. Berry's annualized base salary as of the date of his appointment as Chief Financial Officer effective May 27, 2025. (4) Represents Mr. Tanjga's annualized base salary during his tenure as Interim Chief Financial Officer from February 1, 2025 through May 8, 2025. (5) Effective April 15, 2026, Mr. Pech resigned from his position as President of Field Operations. (6) Mr. Pech's base salary is paid in Swiss Francs (CHF) and, for purposes of this 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. (7) Mr. Pech’s base salary 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, 2026 of 1.30 CHF to the U.S. dollar. The actual base salary amounts paid to our named executive officers for fiscal year 2026 are set forth in the “Summary Compensation Table” below.

  29. 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 is paid out in cash. Given the interim nature of Mr. Tanjga's appointment, Mr. Tanjga was enrolled in our Management by Objectives Plan ("MBO Plan"), which we offer to eligible employees, and not in our annual performance-based bonus program for named executive officers. Target Award Opportunities. In fiscal year 2026, there were no adjustments to target bonus opportunities for any of our named executive officers. The target annual performance-based bonus award opportunities for Messrs. Ittycheria, Tanjga and Pech were determined by the compensation committee in the first quarter of fiscal year 2026, and at hire for Messrs. Desai and Berry, and are expressed as a percentage of their annual base salary, as follows:

  30. Annual Performance-Based Bonus Program

    | Named Executive Officer | FY2026 Target Bonus Opportunity (%) | FY2026 Target Bonus Opportunity ($) | | Chirantan Desai | 70 | 350,000 | | Dev Ittycheria | 70 | 286,848(1) | | Michael Berry | 65 | 227,500 | | Srdjan Tanjga(2) | 30 | 115,440 | | Cedric Pech | 140 | 500,500(3) |

  31. Annual Performance-Based Bonus Program

    (1) Represents a prorated target bonus opportunity amount, reflecting Mr. Ittycheria's salary change effective November 10, 2025. For additional information about this salary change, see the section below titled "Executive Compensation–Employment, Severance and Change in Control Agreements–Offer Letters and Employment Agreements." (2) Represents Mr. Tanjga's bonus opportunities pursuant to our MBO Plan. (3) 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, 2026 of 1.30 CHF to the U.S. dollar. Executive Bonus Goal Setting. The compensation committee approved the performance metrics and their relative weighting for fiscal year 2026 performance-based bonus awards in the first quarter of fiscal year 2026. 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 2026. For fiscal year 2026, 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. Unlike our annual performance-based program for named executive officers, our MBO Plan bases annual bonuses on both the company's overall performance and the individual's performance. The MBO Plan uses the same performance goals, weighting, and similar performance accelerators and decelerators as our annual performance-based program. Mr. Tanjga's bonus would have been based on the overall company goal attainment, as described in this section, weighted at 75%, and his individual performance as set by his manager, weighted at 25%. Mr. Tanjga's maximum potential payout is (i) 120% of target with respect to his corporate performance (ii) and 130% of target for his individual performance goal. Under the executive bonus program, no bonus is payable under a particular performance goal if achievement falls below the performance thresholds indicated below. If, however, Net New ARR, Non-GAAP Operating Income or Revenue is achieved at or above the threshold value or percentage indicated below, the payout with respect to those measures is between 40% and 200% of the target bonus. In the first quarter of fiscal year 2027, the compensation committee determined that our company's financial performance was equal to 117%, 198% and 104% of Net New ARR, Non-GAAP Operating Income and Revenue targets for fiscal year 2026, respectively. As a result, the weighted payout for fiscal year 2026 applicable to our named executive officers was equal to 146.34% of target.

  32. Annual Performance-Based Bonus Program

    | Performance Goal | Weighting (%) | Threshold Performance (40%-70% Payout(1)) ($) | Target Performance (100% Payout) ($)(2) | Maximum Performance (200% Payout) ($)(2) | Actual Performance ($)(2) | Weighted Impact (%)(3) | Payout Percent (%) | | Net New ARR(4) | 35 | 334 | 446 | 609 | 520 | 48.87 | 146.34 | | Non-GAAP Operating Income(5) | 30 | 130 | 230 | 430 | 456 | 60.00 | | | Revenue | 35 | 2,063 | 2,380 | 3,253 | 2,464 | 37.47 | |

  33. Annual Performance-Based Bonus Program

    (1) Threshold payout for Net New ARR, Non-GAAP Operating Income, and Revenue was 40%, 50% and 70%, respectively. Amounts are in $MM. (2) Amounts are in $MM. (3) For purposes of calculating the bonus payout amount, when the executive’s attainment exceeds the target performance, 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 200% and ranges between 0-200% of the executive’s target bonus opportunity (after applying the decelerator/accelerator factor). Actual payouts for fiscal year 2026 are included in this section under the heading "FY2026 Bonus Payouts". (4) Net New ARR is defined as the net change of annualized recurring revenue ("ARR") over a given time period. ARR includes the revenue we expect to receive from our customers over the following 12 months based on contractual commitments and, in the case of customers to whom MongoDB Atlas was sold, through our direct sales force and channel partners, by annualizing the prior 90 days of their actual consumption of MongoDB Atlas, assuming no increases or reductions in their subscriptions or usage. ARR excludes professional services. 5) Non-GAAP income from operations ("Non-GAAP Operating Income") is defined as GAAP operating income adjusted for stock-based compensation expense and amortization of intangible assets and post-combination compensation expense associated with prior acquisitions. FY2026 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 2025, the compensation committee reviewed proposed payouts for the first half of fiscal year 2026 for our named executive officers and concluded that while achievement of the corporate performance goals for the first half of fiscal year 2026 was determined to be 121.58% of target, it was prudent to provide payouts for the first half of fiscal year 2026 at 100% and true up, as necessary, at the end of fiscal year 2026. In February 2026, achievement of the corporate performance goals for fiscal year 2026 for these named executive officers was determined to be 136.5% of target, which, due to accelerators, resulted in a 146.34% payout. The compensation committee reviewed and approved the bonus payments to these executives for fiscal year 2026, as set forth in the table below.

  34. Annual Performance-Based Bonus Program

    | Named Executive Officer | FY2026 Target Bonus Opportunity (%) | FY2026 Target Bonus Opportunity ($) | FY2026 Bonus – Corporate Performance Achievement (%) | Actual Annual Bonus Earned ($) | Actual Annual Bonus (as a % of Target Bonus) | | Chirantan Desai | 70 | 350,000 | 146.34 | 114,133 | 32.61(1) | | Dev Ittycheria | 70 | 286,848(2) | 146.34 | 419,787 | 146.34 | | Michael Berry | 65 | 227,500 | 146.34 | 226,581 | 99.60(3) | | Srdjan Tanjga(4) | 30 | 115,440 | 114.77 | — | — | | Cedric Pech | 140 | 500,500(2) | 146.34 | 732,456(5) | 146.34 |

  35. Annual Performance-Based Bonus Program

    (1) Mr. Desai's actual annual bonus was prorated from 146.34% to 32.61% of his target bonus based on his time in his role during the performance period (November 10, 2025 through January 31, 2026) during the fiscal year 2026 performance period ending on January 31, 2026. (2) As described above in the section above titled "Executive Compensation–Executive Compensation Program Components for FY2026–Annual Performance-Based Bonus Program–Target Award Opportunities", this reflects a prorated target bonus opportunity amount. Mr. Ittycheria was paid in performance stock units in lieu of cash, pursuant to the Senior Leadership Equity Bonus Program described below. (3) Mr. Berry's actual bonus was prorated from 146.34% to 99.60% of his target bonus based on his time in his role during the performance period (May 27, 2025 through January 31, 2026) during the fiscal year 2026 performance period ending on January 31, 2026. (4) Mr. Tanjga resigned effective May 8, 2025 and thus was ineligible for the August 2025 and February 2026 bonus payout dates. Because Mr. Tanjga participated in our MBO plan during his service as Interim Chief Financial Officer from February 1, 2025 until his resignation, rather than in our executive bonus plan, his corporate performance achievement percentage reflects the distinct metrics and weightings applicable under the MBO Plan, as described above in the section titled "Executive Compensation—Executive Compensation Program Components for FY2026—Annual Performance-Based Bonus Program—Target Award Opportunities". (5) 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, 2026 of 1.30 CHF to the U.S. dollar. Senior Leadership Equity Bonus Program. Under the Senior Leadership Equity Bonus 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 receive their target annual incentive award as a bonus stock award will receive a performance stock unit award that vests in two installments following the determinations of the award's achievement of performance 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 2026 were granted on March 15, 2025. In the first quarter of fiscal year 2027, our compensation committee determined to discontinue the program effective fiscal year 2027; therefore, no further grants under this program shall be made going forward. Mr. Ittycheria and Mr. Tanjga elected to participate in the program with respect to their fiscal year 2026 bonus awards; however, Mr. Tanjga left before any of his shares vested and therefore forfeited his award. Below are the details of the bonus stock awards issued to Mr. Ittycheria and Mr. Tanjga pursuant to the program.

  36. Annual Performance-Based Bonus Program

    | Named Executive Officer | FY2026 Target Bonus Opportunity ($) | Target Number of Shares Granted Under FY2026 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(3) | 286,848 | 1,463 | 2,141 | | Srdjan Tanjga(4) | 115,440 | 589 | — |

  37. Annual Performance-Based Bonus Program

    (1) The target number of performance stock units to be awarded was determined by dividing the named executive officer's target bonus opportunity by $196.12, the closing stock price as of March 12, 2025. 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 200% of the target number of shares underlying the bonus stock award, including the effect of the accelerators. For Mr. Ittycheria, 2,141 shares underlying the bonus stock award vested for fiscal year 2026. (3) For Mr. Ittycheria, our compensation committee originally approved a target bonus amount of $350,000 and a corresponding target number of shares of 1,785; however these figures were prorated to reflect Mr. Ittycheria's salary change effective November 10, 2025. For additional information about Mr. Ittycheria's salary change, see the section below titled "Executive Compensation–Employment, Severance and Change in Control Agreements–Offer Letters and Employment Agreements." (4) Mr. Tanjga resigned effective May 8, 2025 and thus was ineligible for the August 2025 and February 2026 payout dates. The performance-based bonus award payments made to our named executive officers for fiscal year 2026 are set forth in the “Summary Compensation Table” below.

  38. 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 2026 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.

  39. Restricted Stock Units

    Restricted Stock Units The compensation committee grants some or all of our executive officers 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 Chief Executive Officer. Each RSU is the economic equivalent of one share of our common stock and is settled in shares of our 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 standard annual RSU awards granted to our named executive officers during fiscal year 2026, as approved by the compensation committee. In accordance with Mr. Ittycheria's and Mr. Pech's regular four-year vesting schedule described below, 10,159 of Mr. Ittycheria's RSUs have vested and 5,362 of Mr. Pech's RSUs have vested as of the date of this proxy statement. Mr. Ittycheria's RSUs will continue to vest until October 2, 2026 in connection with his Advisory Agreement, and the remaining 16,086 of Mr. Pech's shares were forfeited in connection with his Separation Agreement, effective February 27, 2026 ("Separation Agreement"). For more information, please see the section titled “Executive Compensation—Employment, Severance and Change in Control Agreements—Offer Letters and Employment Agreements”.

  40. Restricted Stock Units

    | Named Executive Officer | Time-Based RSUs (number of shares) | Aggregate Grant Date Fair Value ($)(1) | | Chirantan Desai(2) | — | — | | Dev Ittycheria | 40,638(3) | 7,692,773 | | Michael Berry(2) | — | — | | Srdjan Tanjga(4) | — | — | | Cedric Pech | 21,448(3) | 4,060,106 |

  41. 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) Messrs. Desai and Berry did not receive standard, long-term RSU grants because they were not executive officers as of the date of grant and instead received grants of sign-on RSU awards. They will be eligible to receive standard, long-term RSU awards beginning fiscal year 2027. For more information regarding the sign-on awards, please see the section of the proxy statement entitled "Executive Leadership Transitions in Fiscal Year 2026" above. (3) 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. (4) Given the interim nature of his appointment, Mr. Tanjga did not receive a long-term RSU grant. The RSUs granted to Messrs. Ittycheria and Pech for fiscal year 2026 are subject to time-based vesting over four years, with 1/16th of shares granted vesting each quarter following April 1, 2025, contingent on their continued employment with us through each vesting date.

  42. Performance Stock Units

    Performance Stock Units Each PSU is the economic equivalent of one share of our common stock and is settled in shares of our 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 table below sets forth the standard PSU awards (reflected at target of 100%) granted to our named executive officers during fiscal year 2026, as approved by the compensation committee.

  43. Performance Stock Units

    | Named Executive Officer | Target Performance-Based PSUs (number of shares) | Aggregate Grant Date Fair Value at Target(1) | | Chirantan Desai(2) | — | — | | Dev Ittycheria | 40,638(3) | 7,692,773 | | Michael Berry(2) | — | — | | Srdjan Tanjga(4) | — | — | | Cedric Pech | 21,448(3) | 4,060,106 |

  44. 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) Messrs. Desai and Berry did not receive standard, long-term PSU grants because they were not executive officers as of the grant date. Mr. Desai instead received a sign-on PSU award in connection with his appointment as our President and Chief Executive Officer. Messrs. Desai and Berry will be eligible to receive standard, long-term PSU awards in fiscal year 2027. For more information regarding the sign-on awards, please see the section of the proxy statement entitled "Executive Leadership Transitions in Fiscal Year 2026" above. (3) 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. In accordance with Mr. Pech's fiscal year 2026 PSU payout described below, on April 1, 2026, 10,794 PSUs vested. The remaining 21,588 shares were forfeited in connection with the termination of Mr. Pech's Separation Agreement. For more information, please see the section titled "Executive Compensation—Employment, Severance and Change in Control Agreements—Offer Letters and Employment Agreements”. (4) Given the interim nature of Mr. Tanjga's appointment, Mr. Tanjga did not receive an annual long-term PSU grant. The PSUs granted in fiscal year 2026 were eligible to be earned between 0% and 200% ("Performance Target Ranges") based on the percentage growths of our ARR (“ARR Growth”) and cash generated by our regular operating activities ("Operating Cash Flow"), each from February 1, 2025 through January 31, 2026. Consistent with fiscal year 2025, in fiscal year 2026, 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 shows the threshold, target and maximum ARR Growth and Operating Cash Flow metrics used to determine PSU payouts for fiscal year 2026.

  45. Performance Stock Units

    | Company Performance Goal | Weighting (%) | Threshold Performance (50% Payout) | Target Performance (100% Payout) | Maximum Performance (200% Payout) | | ARR Growth | 70 | 17% | 22% | 32% | | Operating Cash Flow | 30 | (40)(1) | 68(1) | 260(1) |

  46. Performance Stock Units

    (1) Amounts are in $MM. In February 2026, achievement of the corporate performance goals for fiscal year 2026 for our remaining named executive officers was determined to be 151% of target in the aggregate. The compensation committee accordingly reviewed and approved PSU achievement at 151% of target for fiscal year 2026. The table below indicates actual attainment levels of corporate performance metrics for fiscal year 2026.

  47. Performance Stock Units

    | Company Performance Goal | Weighting (%) | Target Performance | Actual Performance | Weighted Impact (%) | Payout Percentage (%)(1) | | ARR Growth | 70 | 22% | 25% | 91 | 151 | | Operating Cash Flow | 30 | $68(2) | $505(2) | 60 | |

  48. Performance Stock Units

    (1) 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 ranges between 0-200% of the executive’s target bonus opportunity (after applying the decelerator/accelerator factor). 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. Accordingly, we have no additional disclosure pursuant to Item 402(x) of Regulation S-K. •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 2026 annual meeting and to our executive officers and other employees for fiscal year 2027, 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.

  49. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements

  50. Offer Letters and Employment Agreements

    Offer Letters and Employment Agreements We have offer letters or employment agreements with each of our named executive officers. The offer letters and employment agreements generally provide for at-will employment and set forth the executive officer’s initial base salary, initial target bonus, initial equity grant amount, eligibility for employee benefits and severance benefits upon a qualifying termination of employment. Each of our named executive officers has also executed our standard form of invention assignment, confidentiality and arbitration agreement. The key terms of employment with our named executive officers are described below. Chirantan Desai We entered into an offer letter with Chirantan Desai, our President and Chief Executive Officer, dated October 29, 2025, which sets forth the terms and conditions of his employment with the Company. Mr. Desai’s offer letter sets forth (i) an annual base salary of $500,000 (as may be amended from time to time); (ii) an annual target bonus of 70% of his annual base salary (as may be amended from time to time) pursuant to our bonus plan; (iii) a sign-on bonus of $2,500,000 in cash, with 50% payable following six months of continuous service and the remaining 50% payable following twelve months of continuous service; and (iv) a sign-on grant of RSUs and PSUs as described in the section titled "Executive Compensation—Executive Leadership Transitions in Fiscal Year 2026" above. Mr. Desai’s employment is at will and may be terminated at any time, with or without cause. Our offer letter agreement with Mr. Desai provides that, if we terminate Mr. Desai for any reason other than for “cause” or due to Mr. Desai's death or disability, or if Mr. Desai resigns his position with us for “good reason” (as such terms are defined in his offer letter), Mr. Desai 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 up to 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. Desai would also be entitled to receive (i) payment of an amount equal to 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) and a prorated bonus for the year in which the termination occurred, (ii) 100% acceleration of vesting of all then-outstanding time-based unvested equity awards held by Mr. Desai and (iii) acceleration of vesting of then-outstanding performance-based unvested equity awards held by Mr. Desai 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. Desai's termination. Dev Ittycheria We entered into an amended and restated offer letter with Dev Ittycheria, our former 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 an amount equal to 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. Mr. Ittycheria stepped down as our President and Chief Executive Officer on November 9, 2025. He did not receive any severance in connection with his resignation. Pursuant to his Advisory Agreement dated as of October 29, 2025, following his resignation, Mr. Ittycheria continues to be an employee of MongoDB through November 9, 2026 (unless otherwise extended) as an advisor to the President and Chief Executive Officer, executive team and the board of directors. Mr. Ittycheria will receive an annual salary of $100,000 and may receive an annual bonus to be targeted at seventy percent (70%) of the base salary for fiscal year 2026. Following January 31, 2026, he will no longer be eligible for any bonus. In addition, Mr. Ittycheria's outstanding service-based awards will continue to vest until October 2, 2026 subject to his continuous service. Mr. Ittycheria is not entitled to severance in connection with a termination of employment; however, the Advisory Agreement cannot be terminated other than for “cause” prior to November 9, 2026. Michael J. Berry We entered into an offer letter with Michael J. Berry, our Chief Financial Officer, dated April 14, 2025, which sets forth the terms and conditions of his employment with the Company. Mr. Berry's annual base salary pursuant to his offer letter is $350,000 (as may be amended from time to time). Mr. Berry is also eligible to receive an annual target bonus of 65% of his annual base salary (as may be amended from time to time) pursuant to our bonus plan. Mr. Berry received two grants of service-vesting RSUs in connection with his appointment as described in the section titled "Executive Compensation—Executive Leadership Transitions in Fiscal Year 2026" above. Mr. Berry's employment is at will and may be terminated at any time, with or without cause.

  51. Offer Letters and Employment Agreements

    Our offer letter agreement with Mr. Berry provides that, if we terminate Mr. Berry for any reason other than for “cause” or due to Mr. Berry's death or disability, or if Mr. Berry resigns his position with us for “good reason” (as such terms are defined in his offer letter), Mr. Berry 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 up to six 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. Berry would also be entitled to receive (i) payment of an amount equal to 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) and a prorated bonus for the year in which the termination occurred, (ii) 100% acceleration of vesting of all then-outstanding time-based unvested equity awards held by Mr. Berry and acceleration of vesting of then-outstanding performance-based unvested equity awards held by Mr. Berry 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. Berry's termination. Srdjan Tanjga Mr. Tanjga is not a party to, and did not enter into, any new arrangements with us in connection with his service as Interim Chief Financial Officer. Mr. Tanjga entered into a standard employee offer letter that provided for at-will employment and did not provide any termination benefits. Mr. Tanjga did not receive, and was not entitled to, any compensation or benefits in connection with his termination of service. Cedric Pech We entered into a Swiss-law governed employment agreement with Cedric Pech, our former 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 ($327,644) (as may be amended from time to time). Mr. Pech is also eligible to receive annual target sales compensation of CHF 352,846 ($458,700) (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 were 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, 2026 of 1.30 CHF to the U.S. dollar, as reflected above. The employment agreement with Mr. Pech provides that, if we terminate Mr. Pech for any reason other than for “cause” or due to Mr. Pech's death or disability, or if Mr. Pech resigns his position with us for “good reason” (as such terms are defined in his employment agreement), Mr. Pech would be entitled to receive payment of his then-current base salary for a period of six months following his termination date in accordance with our regular payroll practices, and an amount equal to six months of his then-current health insurance premium for a period of six months. In addition, if such termination or resignation occurs either in connection with, or within three months prior to or 12 months after, a change in control, Mr. Pech would also be entitled to receive (i) payment of his target cash bonus for a period of six months following his termination date, in addition to payment of any earned but unpaid annual bonus for the fiscal year preceding the fiscal year in which the termination date occurs (except if he previously elected to receive a bonus stock award in lieu of cash for such period), (ii) 100% acceleration of vesting of all then-outstanding time-based unvested equity awards held by Mr. Pech and acceleration of vesting of then-outstanding performance-based unvested equity awards held by Mr. Pech based on the greater of target performance or actual performance. Payment of any of the above-described severance benefits is conditioned on the delivery and non-revocation of a general release of claims in our favor within 50 days after Mr. Pech’s termination. Mr. Pech stepped down as our President of Field Operations effective April 15, 2026. He did not receive any severance in connection with his resignation. Pursuant to his Separation Agreement, effective February 27, 2026 with a term ended April 15, 2026, Mr. Pech remained an employee and provided advisory services and continued to receive his base salary through April 15, 2026. Mr. Pech also remained eligible to receive his fiscal year 2026 bonus. Mr. Pech's outstanding unvested equity awards under the 2016 Plan continued to vest until April 1, 2026.

  52. 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, 2026 in accordance with SEC rules.

  53. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Chirantan Desai President and Chief Executive Officer | 2026 | 114,583 | 52,601,945(3) | 114,133 | — | 52,830,661 | | Dev Ittycheria Former President and Chief Executive Officer | 2026 | 408,333 | 15,735,621(3) | — | 129,993(4) | 16,273,947 | | | 2025 | 500,000 | 15,046,370 | — | 296,975 | 15,843,345 | | | 2024 | 400,000 | 14,825,835 | — | 65,612(5) | 15,291,447 | | Michael Berry Chief Financial Officer | 2026 | 238,718 | 12,798,717(3) | 226,581 | 12,412(4) | 13,276,428 | | Srdjan Tanjga Former Interim Chief Financial Officer | 2026 | 104,945 | 115,515(3) | — | 691(4) | 221,151 | | Cedric Pech President of Field Operations(6) | 2026 | 357,500 | 8,120,213(3) | 732,456 | 111,896(7) | 9,322,065 | | | 2025 | 302,500 | 6,920,163 | 448,252 | 114,683 | 7,785,598 | | | 2024 | 292,358 | 7,107,244 | 613,952 | 140,829 | 8,154,383 |

  54. 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 under the 2016 Plan during each year include: (a) awards of time-based RSUs; (b) awards of PSUs pursuant to the Senior Leadership Equity Bonus Program; (c) awards of PSUs under our long-term incentive program; (d) for Mr. Desai, one-time sign-on awards of RSUs and PSUs in connection with his appointment as Chief Executive Officer and (e) for Mr. Berry, two one-time sign-on awards of RSUs in connection with his appointment as Chief Financial Officer. RSU and PSU awards are valued based on the closing price of our common stock on the grant date in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year. In the case of PSUs pursuant to the Senior Leadership Equity Bonus Program and the long-term incentive program, 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. In the case of the one-time sign-on award of PSUs granted to Mr. Desai, the grant date fair value was calculated based on the application of a Monte Carlo simulation model to determine the probable outcome of the market-based performance conditions based on the applicable performance conditions being achieved at the maximum payout level (200%), 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 Messrs. Desai and Berry, such amounts are prorated to reflect their period of service with the Company during fiscal year 2026. For fiscal year 2026, Messrs. Ittycheria and Tanjga 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 Mr. Ittycheria, 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 2026 non-equity incentive compensation; (ii) in the case of Mr. Tanjga, an award of PSUs pursuant to our MBO Plan; (iii) in the case of each of Messrs. Ittycheria and Pech, an award of RSUs and PSUs granted pursuant to our long-term incentive program; (iv) in the case of Mr. Desai, one-time awards of RSUs and PSUs in connection with his appointment as Chief Executive Officer, and (v) in the case of Mr. Berry, two one-time RSU awards in connection with his appointment as Chief Financial Officer. For Mr. Desai, includes 44,096 RSUs with a grant date fair value of $16,487,053 and 102,890 PSUs with a grant date fair value of $36,114,892 in connection with his appointment as Chief Executive Officer. For Mr. Ittycheria, includes 1,785 PSUs with a grant date fair value of $350,075 granted pursuant to the Senior Leadership Equity Bonus Program and, pursuant to our long-term incentive program, 40,638 RSUs with a grant date fair value of $7,692,773 and 40,638 PSUs with a grant date fair value of $7,692,773. Mr. Ittycheria's 1,785 PSUs were later prorated to a target stock amount of 1,463 given his salary change effective November 10, 2025. For Mr. Berry, includes 50,802 RSUs with a grant date fair value of $9,599,038 and 16,934 RSUs with a grant date fair value of $3,199,679 granted in connection with his appointment as Chief Financial Officer. For Mr. Tanjga, includes 589 PSUs with a grant date fair value of $115,515, granted pursuant to the MBO Plan. Mr. Tanjga’s PSUs that were granted in fiscal year 2026 and which remained unvested as of his separation on May 8, 2025 were forfeited. For Mr. Pech, includes 21,448 RSUs with a grant date fair value of $4,060,106 and 21,448 PSUs with a grant date fair value of $4,060,106 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 and corresponding MBO Plan for Mr. Tanjga, the value of the PSUs made to Mr. Ittycheria and Mr. Tanjga at the date of grant would have been $700,148 and $141,599, respectively. Assuming that maximum performance is achieved under the long-term incentive program, the value of the PSUs made to Messrs. Ittycheria and Pech at the date of grant for fiscal year 2026 would have been $15,385,547 and $8,120,213, 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) expenses incurred by us related to a cybersecurity assessment and related services (“Cybersecurity Services”) at the executive’s personal residence in the amount of $16,667 for Mr. Ittycheria and $10,000 for Mr. Berry; (ii) gross-up payment for food vouchers offered to all U.S. based employees; (iii) $113,296 incurred by us related to security enhancements for Mr. Ittycheria's personal residence and (iv) in the case of Mr. Berry, our Section 401(k) matching contributions (which vest after one year of service). (5) In addition to amounts previously reported 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, 2026 of 1.30 CHF to U.S. dollar for fiscal year 2026 (except for Cybersecurity Services which were paid in U.S. dollars). Values for fiscal year 2025 were calculated based on the exchange rate of January 31, 2025 of 1.10 CHF to U.S. dollar (except for the 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). (7) Represents (i) a monthly housing and health coverage allowance of $47,175, (ii) a health allowance of $6,864, (iii) $20,000 of expenses incurred by us for Cybersecurity Services at the executive’s personal residence, (iv) employer contributions to a Swiss pension (defined contribution) plan of $35,706 and (v) life insurance (or similar risk insurance) premiums paid by us of $2,151.

  55. 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, 2026.

  56. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chirantan Desai | 11/10/2025 | PSU(4) | | — | | — | 51,445 | 102,890 | — | 36,114,892 | | | 11/10/2025 | RSU(4) | | — | | — | — | — | 44,096 | 16,487,053 | | | 11/10/2025 | Annual Cash(5) | 175,000 | 350,000 | 700,000 | — | — | — | — | — | | Dev Ittycheria | 3/15/2025 | PSU(6) | | — | | 893 | 1,785 | 3,570 | — | 350,074 | | | 3/20/2025 | RSU(7) | | — | | — | — | — | 40,638 | 7,692,773 | | | 3/20/2025 | PSU(7) | | — | | 20,319 | 40,638 | 81,276 | — | 7,692,773 | | Michael Berry | 5/27/2025 | RSU(8) | | — | | — | — | — | 50,802 | 9,599,038 | | | 5/27/2025 | RSU(8) | | — | | — | — | — | 16,934 | 3,199,679 | | | 5/27/2025 | Annual Cash(5) | 113,750 | 227,500 | 455,000 | — | — | — | — | — | | Srdjan Tanjga | 3/15/2025 | PSU(6) | | — | | 489 | 589 | 722 | | 115,515 | | Cedric Pech | 3/15/2025 | Annual Cash | 250,250 | 500,500 | 1,001,000 | — | — | — | — | — | | | 3/20/2025 | RSU(7) | | — | | — | — | — | 21,448 | 4,060,106 | | | 3/20/2025 | PSU(7) | | — | | 10,724 | 21,448 | 42,896 | — | 4,060,106 |

  57. Grants of Plan-Based Awards

    (1) 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, 2026 of 1.30 CHF to the U.S. dollar. Actual payout is reported in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. (2) 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 20, 2025; (ii) the Senior Leadership Equity Bonus Program in lieu of fiscal year 2026 non-equity incentive compensation on March 15, 2025 and (iii) PSUs granted to Mr. Desai as a one-time sign-on award. (3) Time-based RSU awards and performance-based PSU awards are valued based on the grant date fair value. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year. In the case of PSUs granted to Mr. Desai as a one-time sign-on award, the grant date fair value was calculated based on the application of a Monte Carlo simulation model to determine the probable outcome of the market-based performance conditions based on the applicable performance conditions being achieved at the maximum payout level, which we determined to be the probable outcome as of the grant date. In the case of PSUs granted pursuant to the Senior Leadership Equity Bonus Program and our long-term equity program, 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 and corresponding MBO Plan for Mr. Tanjga, the value of the PSUs made to Messrs. Ittycheria and Tanjga at the date of grant would have been $700,148 and $141,599, 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 15, 2025 ($196.12). Assuming that maximum performance is achieved under the long-term incentive program, the value of the PSUs made to Messrs. Ittycheria and Pech at the date of grant for fiscal year 2026 would have been $15,385,547 and $8,120,213, 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 20, 2025 ($189.30). RSUs for Messrs. Ittycheria and Pech will vest in quarterly installments over four years. RSUs for Mr. Pech vested in quarterly installments until April 15, 2026, and the remaining shares were forfeited in connection with his Separation Agreement. Mr. Ittycheria's RSUs will continue to vest until October 2, 2026 in connection with his Advisory Agreement. One-third of the PSUs granted to Messrs. Ittycheria and Pech under our long-term incentive program vested on April 1, 2026 following the determination by our compensation committee regarding the underlying performance conditions. For Mr. Ittycheria, the remaining two-thirds of his PSUs will be forfeited upon the termination of his Advisory Agreement, and for Mr. Pech, the remaining two-thirds of his PSUs were forfeited pursuant to his Separation Agreement. PSUs for Messrs. Ittycheria granted under our Senior Leadership Equity Bonus Program vested on April 1, 2026, following the determinations of the award achieved for the full fiscal year 2026. Mr. Tanjga's PSUs were forfeited in connection with his resignation effective May 8, 2025. (4) The RSUs and PSUs granted to Mr. Desai on November 11, 2025 under the 2016 Plan were pursuant to one-time sign-on awards. (5) Reflects the target bonus opportunity granted to Messrs. Desai and Berry. Their actual bonus amounts were prorated based on their time in their time in their respective roles during the performance period. (6) The PSUs granted to Messrs. Ittycheria and Tanjga on March 15, 2025 under the 2016 Plan were pursuant to the Senior Leadership Equity Bonus Program and corresponding MBO Plan for Mr. Tanjga. (7) The time-based RSUs and PSUs granted to Messrs. Ittycheria and Pech on March 20, 2025 under the 2016 Plan were pursuant to our long-term equity incentive program. (8) The RSU awards granted to Mr. Berry on May 27, 2025 under the 2016 Plan were pursuant to one-time sign-on awards.

  58. 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, 2026. Mr. Tanjga, who resigned effective May 8, 2025, held no outstanding equity awards as of January 31, 2026 and is therefore not included in the table below. All awards were granted under our 2008 Stock Plan (the “2008 Plan”) or the 2016 Plan.

  59. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Award Type | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | 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 ($)(2)(3) | | Chirantan Desai | 11/10/2025 | PSU | — | — | — | — | — | — | 51,445(4) | 19,103,072 | | | 11/10/2025 | RSU | — | — | — | — | 44,096(5) | 16,374,168 | — | — | | Dev Ittycheria | 3/11/2022 | RSU | — | — | — | — | 1,222 | 453,765 | — | — | | | 3/24/2023 | PSU | — | — | — | — | 11,402(6) | 4,233,905 | — | — | | | 3/24/2023 | RSU | — | — | — | — | 10,480 | 3,891,538 | — | — | | | 3/22/2024 | PSU | — | — | — | — | 13,789(7) | 5,120,269 | — | — | | | 3/22/2024 | RSU | — | — | — | — | 11,635 | 4,320,425 | — | — | | | 3/15/2025 | PSU | — | — | — | — | 1,249 | 463,791 | — | — | | | 3/20/2025 | PSU | — | — | — | — | 61,364(8) | 22,786,294 | — | — | | | 3/20/2025 | RSU | — | — | — | — | 33,019 | 12,260,945 | — | — | | Michael Berry | 5/27/2025 | RSU | — | — | — | — | 50,802(9) | 18,864,307 | — | — | | | 5/27/2025 | RSU | — | — | — | — | 16,934(9) | 6,288,102 | — | — | | Cedric Pech | 3/11/2022 | RSU | — | — | — | — | 683 | 253,618 | — | — | | | 3/24/2023 | PSU | — | — | — | — | 5,574(6) | 2,069,793 | — | — | | | 3/24/2023 | RSU | — | — | — | — | 5,123 | 1,902,324 | — | — | | | 3/22/2024 | PSU | — | — | — | — | 6,489(7) | 2,409,560 | — | — | | | 3/22/2024 | RSU | — | — | — | — | 5,475 | 2,033,032 | — | — | | | 3/20/2025 | PSU | — | — | — | — | 32,387(8) | 12,026,265 | — | — | | | 3/20/2025 | RSU | — | — | — | — | 17,427 | 6,471,168 | — | — |

  60. Outstanding Equity Awards at Fiscal Year-End

    (1) The RSUs granted to Messrs. Ittycheria and Pech on March 11, 2022 vest in quarterly installments over four years measured from April 1, 2022. The RSUs granted to Messrs. Ittycheria and Pech on March 24, 2023 vest in quarterly installments over four years measured from April 1, 2023. The RSUs granted to Messrs. Ittycheria and Pech on March 22, 2024 vest in quarterly installments over four years measured from April 1, 2024. The RSUs granted to Messrs. Ittycheria and Pech on March 20, 2025 vest in quarterly installments over four years measured from April 1, 2025. (2) Market value is calculated based on the closing price of our common stock on January 30, 2026 ($371.33), as reported on the Nasdaq. (3) 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. (4) Represents PSUs granted to Mr. Desai pursuant to his sign-on PSU award that are earned, if at all, based upon certain achievement levels related to our stock price during the five year performance period, as described in the section titled "Executive Compensation—Executive Leadership Transitions in Fiscal Year 2026" above. The number of shares is reported assuming target (100%) achievement for PSUs since no shares have vested as of January 31, 2026. (5) The RSUs granted to Mr. Desai vest over two years in eight equal quarterly installments measured from April 1, 2026. The RSUs are also subject to a one-year holding period following each such RSU’s applicable vesting date. (6) The PSUs granted to Messrs. Ittycheria 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. (7) The PSUs granted to Messrs. Ittycheria 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. (8) The PSUs granted to Messrs. Ittycheria and Pech pursuant to our long-term incentive program vest in equal, annual installments over three years measured from April 1, 2025 and subject to Company performance. Amounts reported represent 151% achievement of corporate performance goals for fiscal year 2026. (9) Each of the RSU awards granted to Mr. Berry on May 27, 2025 vests over four years, with 25% of the RSU vesting after 12 months of continuous service from the vesting start date of July 1, 2025, and the balance vesting in quarterly installments over the remaining 12 quarters of continuous service.

  61. 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, 2026.

  62. 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) | | Chirantan Desai | — | — | — | — | | Dev Ittycheria | 21,366 | 5,139,843 | 58,079 | 13,266,379 | | Michael Berry | — | — | — | — | | Srdjan Tanjga | — | — | 1,279 | 224,337 | | Cedric Pech | — | — | 28,677 | 6,542,839 |

  63. 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.

  64. 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, 2026, including in connection with a change in control as of January 31, 2026. There are no potential payments or benefits in the case of termination for cause, voluntary termination, disability or death.

  65. Potential Payments Upon Termination or Change in Control

    | Name | Termination | Base Salary ($) | Bonus(1) ($) | Cash-Eligible Bonus ($)(2) | Accelerated Vesting of Equity Awards(3) ($) | Continuation of Insurance Coverage ($) | Total ($) | | Chirantan Desai | Termination Without Cause or Resignation for Good Reason | 500,000 | — | — | — | 39,774 | 539,774 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | 500,000 | 114,133 | 350,000 | 35,477,240 | 39,774 | 36,481,147 | | Dev Ittycheria(6) | Termination Without Cause or Resignation for Good Reason | — | — | — | — | — | — | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | — | — | — | — | — | — | | Michael Berry | Termination Without Cause or Resignation for Good Reason | 175,000 | — | — | — | 11,038 | 186,038 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | 175,000 | 226,581 | 113,750 | 25,152,409 | 11,038 | 25,678,778 | | Srdjan Tanjga(7) | Termination Without Cause or Resignation for Good Reason | — | — | — | — | — | — | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | — | — | — | — | — | — | | Cedric Pech(4)(8) | Termination Without Cause or Resignation for Good Reason | 178,750 | — | — | — | 3,501 | 182,251 | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(4)(5) | 178,750 | 732,456 | 250,250 | 27,165,760 | 3,501 | 28,330,717 |

  66. 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 Mr. Pech, this amount represents 146.34% of his target annual bonus amount for fiscal year 2026 which was his actual bonus for fiscal year 2026. In the case of each of Messrs. Desai and Berry this amount represents 32.61% and 99.60%, respectively, of each of their target annual bonus for fiscal year 2026, which was each of their actual bonus for fiscal year 2026, each prorated for their respective time in office, as described in the section above titled "Executive Compensation—Annual Performance-Based Bonus Program". (2) Represents an amount equivalent to the NEO’s "cash-eligible" annual target bonus, which is equal to twelve months of Mr. Desai's target annual bonus amount paid in equal installments on the Company's normal payroll schedule over the twelve-month period immediately following the date of such termination of employment. In the case of Messrs. Berry and Pech, this amount represents six months of each of their target annual bonus amounts and paid in equal installments on the Company's normal payroll schedule over the six-month period immediately following the date of such termination of employment. (3) The value of accelerated vesting of unvested RSUs and PSUs is based upon the closing price of our common stock on January 30, 2026 ($371.33), 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 sign-on PSUs granted to Mr. Desai, the amounts in the column above are based on payout at 100% of target, which reflects the target amount since Mr. Desai did not earn any of these PSUs in fiscal year 2026. In the case of PSUs granted to Mr. Pech under our long-term incentive program, the amounts in the column above are based on payout at 151% of target, which reflected the actual level earned for such PSUs for fiscal year 2026. (4) Represents change in control (as defined in the 2016 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. (5) Following a change in control, any payments received by our named executive officers may be reduced to the extent the amount received by the applicable named executive officer would result in a loss of tax deduction under Section 280G of the Code. Pursuant to their employment agreements, each of the named executive officers are entitled to the greater of the full amount of such severance and the largest possible payout without imposition of an excise tax under Section 4999 of the Code. None of our NEOs are entitled to a gross up of any excise taxes that could become owed under Section 4999 of the Code. (6) Effective November 9, 2025, Mr. Ittycheria resigned from his role as Chief Executive Officer, and did not receive any severance in connection with resignation, nor is he entitled to any change in control payments. Additionally, Mr. Ittycheria is not entitled to any benefits nor any change in control payments pursuant to his Advisory Agreement effective as of November 10, 2025, thus, he would not have been entitled to any change in control payments assuming his employment was terminated as of January 31, 2026. (7) Given the interim nature of Mr. Tanjga's appointment, he was not subject to an executive offer letter and was not entitled to any change in control benefits during his tenure as Interim Chief Financial Officer. (8) 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, 2026 of 1.30 CHF to the U.S. dollar.

  67. 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, 2025, based on annual base salary, target bonuses and commissions, and grant date fair value of equity awards granted in the fiscal year ended January 31, 2026. 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. We had two individuals serve as CEO during fiscal year 2026. For purposes of calculating the CEO pay ratio, we annualized the total base salary and non-equity incentive compensation of our current CEO, Mr. Desai, who began serving in his role on November 10, 2025, and we included all other components of his compensation in the same amounts as disclosed in the Summary Compensation Table. Mr. Desai's annualized base salary was $500,000 (representing his fiscal year 2026 base salary), and his annualized non-equity incentive compensation was $512,190. Accordingly, Mr. Desai's annual total compensation was $53,614,135. The fiscal year ended January 31, 2026 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $290,954. The ratio of our CEO's annual total compensation to our median employee’s annual total compensation for fiscal year ended January 31, 2026 is 184 to 1. This pay ratio is significantly higher than our historical pay ratios as it reflects the total compensation package provided to Mr. Desai in connection with his CEO appointment, as described in detail in the section titled "Compensation Discussion and Analysis" above.

  68. 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 current and former Chief Executive Officers (“CEOs”) and the average compensation for our other Named Executive Officers (“Other NEOs”) for the fiscal years ended January 31, 2026, January 31, 2025, January 31, 2024, January 31, 2023 and January 31, 2022 (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 current and former CEOs 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, 2021), our Net Loss and our Revenue. We selected Revenue as our “most important financial performance measure” used to link CAP to our current and former CEOs and Other NEOs to our performance for the fiscal year ended January 31, 2026.

  69. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | SCT Total for Current CEO ($) | SCT Total for Former CEO ($) | Compensation Actually Paid to Current CEO ($)(1)(2) | Compensation Actually Paid to Former 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) | | 2026 | 52,830,661 | 16,273,947 | 52,241,394 | 40,896,851 | 7,606,548 | 15,037,801 | 227 | 375 | (71,151) | 2,463,797 | | 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 |

  70. Pay Versus Performance

    (1) The following table shows, for each Covered Year, the adjustments made to the total compensation shown for our current and former CEOs, Chirantan Desai and Dev Ittycheria, on the SCT to arrive at CAP as reflected on the table above:

  71. Pay Versus Performance

    | Adjustments to Determine Current and Former CEO Compensation Actually Paid | Fiscal year ended January 31, 2026 (Current CEO) | Fiscal year ended January 31, 2026 (Former CEO) | Fiscal year ended January 31, 2025 | Fiscal year ended January 31, 2024 | Fiscal year ended January 31, 2023 | Fiscal year ended January 31, 2022 | | SCT total amount | 52,830,661 | 16,273,947 | 15,843,345 | 15,291,447 | 13,229,190 | 10,566,757 | | Subtract Amounts Reported under “Option Awards” and “Stock Awards” Columns in SCT for the Covered Year | 52,601,945 | 15,735,621 | 15,046,370 | 14,825,835 | 12,797,690 | 10,135,257 | | Add Year-end Fair Value of Options Awards and Stock Awards Granted during Covered Year that Remain Unvested as of Year-end | 52,012,678 | 35,511,031 | 9,398,928 | 31,722,922 | 7,806,455 | 8,787,241 | | Add Fair Value on Vesting of Option Awards and Stock Awards Granted during Covered Year that Vested during Covered Year | — | 2,674,347 | 1,072,206 | 2,670,818 | 889,080 | 2,388,178 | | 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 | — | 5,083,093 | (8,527,742) | 6,507,392 | (6,596,740) | 2,449,600 | | 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 | — | (2,909,945) | (4,000,488) | 3,486,384 | (3,689,107) | 3,752,557 | | Subtract Fair Value of forfeited Stock Awards during Covered Year | — | — | — | — | — | 66,843(8) | | TOTAL ADJUSTMENTS: | (589,267) | 24,622,904 | (17,103,466) | 29,561,682 | (14,388,003) | 7,175,476 | | TOTAL COMPENSATION ACTUALLY PAID: | 52,241,394 | 40,896,851 | (1,260,121) | 44,853,129 | (1,158,813) | 17,742,233 |

  72. 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 11— Equity in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. (3) The Other NEOs for the fiscal year ended January 31, 2026 were Michael Berry, Srdjan Tanjga and Cedric Pech. 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. (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:

  73. Pay Versus Performance

    | Adjustments to Determine Average of Other NEOs' Compensation Actually Paid | Fiscal year ended January 31, 2026 | Fiscal year ended January 31, 2025 | Fiscal year ended January 31, 2024 | Fiscal year ended January 31, 2023 | Fiscal year ended January 31, 2022 | | SCT total amount | 7,606,548 | 7,544,277 | 7,487,213 | 6,426,612 | 5,346,033 | | Subtract Amounts Reported under “Option Awards” and “Stock Awards” Columns in SCT for the Covered Year | 7,011,482 | 6,922,864 | 6,912,855 | 5,974,289 | 4,694,131 | | Add Year-end Fair Value of Options Awards and Stock Awards Granted during Covered Year that Remain Unvested as of Year-end | 14,426,171 | 3,626,273 | 10,317,641 | 3,642,784 | 4,295,795 | | Add Fair Value on Vesting of Option Awards and Stock Awards Granted during Covered Year that Vested during Covered Year | 419,997 | 482,817 | 957,110 | 416,788 | 872,769 | | 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 | 817,371 | (3,696,618) | 2,243,152 | (3,143,169) | 829,978 | | 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 | (521,218) | (1,997,051) | 1,339,649 | (1,508,880) | 440,771 | | Subtract Fair Value of forfeited Stock Awards during Covered Year | 699,586(a) | 1,150,256(b) | 4,832,674(c) | — | 16,880(d) | | TOTAL ADJUSTMENTS: | 7,431,253 | (9,657,699) | 3,112,023 | (6,566,765) | 1,728,303 | | TOTAL COMPENSATION ACTUALLY PAID: | 15,037,801 | (2,113,422) | 10,599,236 | (140,152) | 7,074,336 |

  74. Pay Versus Performance

    (a) Reflects the forfeiture of equity awards by Mr. Tanjga upon his stepping down as our Interim Chief Financial Officer, effective May 8, 2025. (b) 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. (c) Reflects the forfeiture of equity awards by Mr. Porter upon his stepping down as our Chief Technology Officer, effective July 2023. (d) 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. (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, 2026. The comparison assumes $100 was invested in our common stock and in the Nasdaq Computer Index for the period commencing on January 31, 2021 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.

  75. 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, 2021 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) our 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.”

  76. Named Executive Officers, Directors and Director Nominees

    Named Executive Officers, Directors and Director Nominees

  77. Named Executive Officers, Directors and Director Nominees

    | | Shares Beneficially Owned | | | | Common Stock | | | Named Executive Officers and Directors | Number of Shares | Ownership % | | Archana Agrawal(4) | 4,561 | * | | Michael Berry(5) | 11,550 | * | | Roelof Botha(6) | 195,730 | * | | Hope Cochran(7) | 31,926 | * | | Chirantan Desai(8) | 3,250 | * | | Francisco D’Souza(9) | 7,655 | * | | Charles M. Hazard, Jr.(10) | 58,862 | * | | Dev Ittycheria(11) | 152,557 | * | | Tom Killalea(12) | 82,293 | * | | Ann Lewnes(13) | 2,145 | * | | Dwight Merriman(14) | 1,561,474 | 1.9 | | Cedric Pech(15) | 51,002 | * | | Srdjan Tanjga(16) | 754 | * | | All current executive officers and directors as a group (11 persons)(17) | 2,112,003 | 2.6 |

  78. Named Executive Officers, Directors and Director Nominees

    * Represents beneficial ownership of less than 1% (1) 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. (2) Based upon the information provided by Vanguard Portfolio Management LLC (“Vanguard Portfolio”) in a Schedule 13G filed on April 29, 2026, and reporting ownership as of March 31, 2026. Vanguard Portfolio had sole voting power over 10,618 shares of common stock, shared voting power over zero shares of common stock, sole dispositive power over 4,512,140 shares of common stock and shared dispositive power over zero shares of common stock. (3) Based upon the information provided by Vanguard Capital Management LLC (“Vanguard Capital”) in a Schedule 13G filed on April 30, 2026, and reporting ownership as of March 31, 2026. Vanguard Capital had sole voting power over 710,080 shares of common stock, shared voting power over zero shares of common stock, sole dispositive power over 4,228,919 shares of common stock and shared dispositive power over zero shares of common stock. (4) Consists of (a) 3,431 shares of common stock owned directly by Ms. Agrawal and (b) 1,130 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026. (5) Consists of (a) 50 shares of common stock owned directly by Mr. Berry and (b) 11,500 shares of common stock owned by The Berry Family Trust, of which Mr. Berry is a Trustee. (6) Consists of (a) 194,600 shares of common stock owned by estate planning vehicles for the benefit of Mr. Botha and (c) 1,130 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026. (7) Consists of (a) 26,880 shares of common stock owned directly by Ms. Cochran, (b) 3,916 shares of common stock issuable upon the exercise of options exercisable within 60 days of May 1, 2026 and (c) 1,130 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026. (8) Consists of 3,250 shares of common stock owned directly by Mr. Desai. (9) Consists of (a) 6,525 shares of common stock owned directly by Mr. D’Souza and (b) 1,130 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026. (10) Consists of (a) 43,737 shares of common stock owned directly by Mr. Hazard, (b) 13,995 shares of common stock owned by The Narragansett Bay Children’s Trust, of which Mr. Hazard is a Trustee and (c) 1,130 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026. (11) Consists of 152,557 shares of stock owned directly by Mr. Ittycheria. (12) Consists of (a) 61,163 shares of common stock owned directly by Mr. Killalea, (b) 5,000 shares of common stock owned by the UAISLE Trust U/A DTD 11/15/2021 for the benefit of his children, (c) 5,000 shares of common stock owned by the BREOGA Trust U/A DTD 11/15/2021 for the benefit of his children, (d) 5,000 shares of common stock owned by the CEANSA Trust U/A DTD 11/15/2021 for the benefit of his children, (e) 5,000 shares of common stock owned by the AOGALL Trust U/A DTD 11/15/2021 for the benefit of his children and (f) 1,130 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026. (13) Consists of (a) 1,015 shares of common stock owned directly by Ms. Lewnes and (b) 1,130 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026. (14) Consists of (a) 1,004,186 shares of common stock owned directly by Mr. Merriman, (b) 476,896 shares of common stock held by The Dwight A. Merriman 2012 Trust for the benefit of his children, (c) 79,262 shares of common stock held by the Dwight A. Merriman Charitable Foundation, a Delaware nonstock nonprofit corporation and (d) 1,130 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026. (15) Consists of (a) 3,309 shares of common stock owned directly by Mr. Pech and (b) 47,693 shares of common stock held in a custodial account over which Mr. Pech retains beneficial ownership, including voting and investment power. Based on information known to the Company as of April 15, 2026. (16) Consists of 754 shares of common stock owned by Mr. Tanjga. Based on information known to the Company as of May 8, 2025. (17) Consists of (a) 2,099,047 shares of common stock, (b) 3,916 shares of common stock issuable upon the exercise of options exercisable within 60 days of May 1, 2026 and (c) 9,040 shares of common stock issuable upon the vesting of RSUs within 60 days of May 1, 2026 (excluding Messrs. Tanjga and Pech).