base-20250416

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ý

Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

COUCHBASE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.




			A Letter to Our Stockholders

Dear fellow Couchbase stockholders:

At Couchbase, our mission is to inspire and empower developers and architects as they build, deploy and run critical applications and AI agents spanning from the cloud to the edge and everywhere in between. We are the developer data platform for critical applications in our AI world. Every day we come to work energized about the future we are helping our customers create. And with the acceleration of AI driving one of the most transformative shifts the world has ever seen, never have our mission and our platform’s strengths been more relevant.

We finished fiscal 2025 with strong momentum, capping off yet another historic year for Couchbase. I couldn’t be more proud of the progress we made across our strategic initiatives. We delivered top- and bottom-line outcomes that exceeded the high-end of our outlook and achieved the highest quarterly free cash flow and net new annual recurring revenue results in our company history, with total annual recurring revenue growing 17% year-over-year. We increased the mix of Capella in our business as our database-as-a-service now represents 16% of our annual recurring revenue and 33% of our customer base. We drove leverage and efficiency across the business, refining our go-to-market motion and delivering multiple important enhancements across our platform at an accelerated pace. Team Couchbase accomplished all of these and more, all in a challenging macroeconomic environment.

Looking ahead to fiscal 2026, we have a massive opportunity in front of us. Our strong foundation rests upon a unified, AI-ready solution on a single purpose-built platform designed to power the next generation of intelligent applications across cloud, on-premises, and edge environments. Our priorities going forward are to continue to drive sustained growth, capitalize on the inflection we are seeing across the business, and accelerate the pace of leverage in our model.

Couchbase has sustainable differentiation, is focused on efficient growth, and has a highly motivated and aligned world class team. These in combination make me confident that we can achieve our fiscal 2026 ambitions and reach the next phase of growth. We are inspired by the generational opportunity that is in front of us and it is an honor to create value for our customers, partners, employees and stockholders. Great things are ahead for Couchbase!

Matt Cain

Chair, President and Chief Executive Officer
Couchbase, Inc.

Special Note about Forward-Looking Statements

This Proxy Statement contains forward-looking statements that involve risks and uncertainties, including our strategies and expected financial performance, our future business prospects, our market opportunities, our competitive position and trends for our products. We caution you that such statements reflect our best judgment based on factors currently known to us, and that actual events or results could differ materially. Please refer to the documents that we file from time to time with the SEC, including our Form 10-K for the year ended January 31, 2025. Couchbase does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.



			COUCHBASE, INC. 3250 Olcott Street Santa Clara, California 95054
			2025 ANNUAL MEETING Notice of Annual Meeting of Stockholders

Meeting Details

TIME & DATE

Thursday, May 29, 2025 at 9:00 a.m. Pacific Time

MEETING LOCATION

www.virtualshareholdermeeting.com/BASE2025

RECORD DATE

April 3, 2025

Dear Stockholders of Couchbase, Inc.:

We cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Couchbase, Inc., a Delaware corporation, to be held on Thursday, May 29, 2025 at 9:00 a.m. Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/BASE2025, where you will be able to listen to the meeting live, submit questions, and vote online.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:


			To elect four Class I directors named in the accompanying proxy statement to hold office until our 2028 annual meeting of stockholders and until their respective successors are elected and qualified;
			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026;
			To conduct an advisory, non-binding vote to approve the compensation of our named executive officers;
			To conduct an advisory, non-binding vote on the frequency of future advisory, non-binding votes to approve the compensation of our named executive officers; and
			To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board has fixed the close of business on April 3, 2025 as the record date for the Annual Meeting. Stockholders of record on 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The accompanying proxy statement and our annual report can be accessed by visiting: http://www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.



			YOUR VOTE IS IMPORTANT Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

By order of the Board of Directors,

Margaret Chow

Senior Vice President, Chief Legal Officer and Corporate Secretary

Santa Clara, California

April 16, 2025




			Table of Contents


			Page

GENERAL INFORMATION			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			9


















PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS			28
Nominees			28
Vote Required			28
Board Recommendation			28
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29
Fees Paid to the Independent Registered Public Accounting Firm			29
Auditor Independence			30
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			30
Vote Required			30
Board Recommendation			30
PROPOSAL NO. 3: A DVISORY , N ON -BI NDING VOTE TO APPROVE THE COMPENSATION OF OUR NAME D EXECUTIVE OFFICERS			31
Vote Required			31
Board Recommendation			31
PROPOSAL NO. 4: ADVISORY, NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY NON-BINDING VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			32
Vote Required			32
Board Recommendation			32
REPORT OF THE AUDIT COMMITTEE			33
EXECUTIVE OFFICERS			34
EXECUTIVE COMPENSATION			35
Compensation Discussion and Analysis			35
Compensation Committee Report			45
Executive Compensation Tables			46
Pay Versus Performance			55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			60
RELATED PERSON TRANSACTIONS			63


OTHER MATTERS			65
Delinquent Section 16(a) Reports			65
Insider Trading Policy and Related Procedures			65
Fiscal Year 2025 Annual Report			65

Table of Contents




			FOR 2025 ANNUAL MEETING OF STOCKHOLDERS Proxy Statement

General Information

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (“Board”) for use at the 2025 annual meeting of stockholders of Couchbase, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Thursday, May 29, 2025 at 9:00 a.m. Pacific Time.

The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/BASE2025, where you will be able to listen to the meeting live, submit questions and vote online. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report on Form 10-K for the fiscal year ended January 31, 2025 is first being mailed on or about April 16, 2025 to all stockholders entitled to vote at the Annual Meeting. The proxy materials and our annual report for the fiscal year ended January 31, 2025 can be accessed by following the instructions in the Notice.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

TIME & DATE

Thursday, May 29, 2025 at 9:00 a.m. Pacific Time

MEETING LOCATION

www.virtualshareholdermeeting.com/BASE2025

RECORD DATE

April 3, 2025

Questions and Answers


What matters am I voting on?

You are being asked to vote on:

•the election of four Class I directors named in this proxy statement to hold office until our 2028 annual meeting of stockholders and until their respective successors are elected and qualified;

•the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026;


Couchbase, Inc.			1			2025 Proxy Statement

•an advisory, non-binding vote to approve the compensation of our named executive officers;

•an advisory, non-binding vote on the frequency of future advisory, non-binding votes to approve the compensation of our named executive officers

As of the date of this proxy statement, our management and Board were not aware of any other matters to be presented at the annual meeting.


How does the Board recommend that I vote on these proposals?

Our Board recommends that you vote your shares:

•“FOR” the election of each Class I director nominee named in this proxy statement;

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026;

•“FOR” the approval of an advisory, non-binding vote to approve the compensation of our named executive officers; and

•For the option of "1 YEAR" as the preferred frequency for future advisory, non-binding votes to approve the compensation of our named officers.


How many votes are needed for approval of each proposal?

•Proposal No. 1: Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote FOR the election of each of the director nominees named herein or (2) WITHHOLD authority to vote for each such director nominee. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

•Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal, i.e., will have the same effect as a vote AGAINST this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

•Proposal No. 3: The approval of an advisory, non-binding vote to approve the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal, i.e., will have the same effect as a vote AGAINST this proposal. Broker non-votes will have no effect on the outcome of this proposal.

•Proposal No. 4: The frequency that receives the greatest number of votes cast by the voting power of the shares present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon will be considered the preferred frequency of our stockholders. Broker non-votes and abstentions will have no effect on the outcome of the vote.


Couchbase, Inc.			2			2025 Proxy Statement


Who is entitled to vote at the Annual Meeting?

Holders of our common stock as of the close of business on April 3, 2025, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 53,981,199 shares of our common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. Stockholders are not permitted to cumulate votes with respect to the election of directors.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the Annual Meeting. Throughout this proxy statement, we refer to these holders as “stockholders of record.”

Street Name Stockholders. If your shares are held in a brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. Throughout this proxy statement, we refer to these holders as “street name stockholders.”


Is there a list of registered stockholders entitled to vote at the annual meeting?

A complete list of registered stockholders entitled to vote at the Annual Meeting will be open to examination by any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting during ordinary business hours at the principal place of business of the corporation. Stockholders interested in viewing the list can contact our corporate secretary to schedule an appointment by writing to Couchbase, Inc., Attention: Corporate Secretary, 3250 Olcott Street, Santa Clara, California, 95054. Such list will also be available during the Annual Meeting online at www.virtualshareholdermeeting.com/BASE2025.


Are a certain number of shares required to be present at the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The holders attending the Annual Meeting virtually or by proxy, of a majority of the voting power of our capital stock issued and outstanding and entitled to vote will constitute a quorum to transact business at the Annual Meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chair of the meeting may adjourn the meeting to another time or place.


How do I vote and what are the voting deadlines?

Stockholder of Record. If you are a stockholder of record, you may vote in one of the following ways:

•by Internet prior to the Annual Meeting at www.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on May 29, 2025 (have your Notice or proxy card in hand when you visit the website);

•by toll-free telephone at 1-800-690-9603, 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on May 29, 2025 (have your Notice or proxy card in hand when you call);

•by completing, signing and mailing your proxy card (if you received printed proxy materials), which must be received prior to the Annual Meeting; or

•by attending the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/BASE2025, where you may vote during the meeting (have your Notice or proxy card in hand when you visit the website).


Couchbase, Inc.			3			2025 Proxy Statement

Street Name Stockholders. If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive. If your voting instruction form or Notice indicates that you may vote your shares through the proxyvote.com website, then you may vote those shares at the Annual Meeting with the control number indicated on that voting instruction form or Notice. Otherwise, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.


What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

•“FOR” the election of each Class I director nominee named in this proxy statement;

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026;

•“FOR” the approval of the approval of an advisory, non-binding vote to approve the compensation of our named executive officers; and

•to indicate a preference that future advisory, non-binding votes on the compensation of our named executive officers occur every “1 YEAR.”

In addition, if any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Street Name Stockholders. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee may generally have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026. However, several large brokers recently eliminated the practice of discretionary voting of uninstructed shares, including on matters generally identified as “routine” such as the matter mentioned immediately above. Your broker, bank or other nominee will not have discretion to vote on any other proposals, which are considered non-routine matters, absent direction from you. In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on the routine or non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.


Can I change my vote or revoke my proxy?

Stockholder of Record. If you are a stockholder of record, you can change your vote or revoke your proxy before the Annual Meeting by:

•entering a new vote by Internet or telephone (subject to the applicable deadlines for each method as set forth above);

•completing and returning a later-dated proxy card, which must be received prior to the Annual Meeting;

•delivering a written notice of revocation to our corporate secretary at Couchbase, Inc., 3250 Olcott Street, Santa Clara, California, 95054, Attention: Corporate Secretary, which must be received prior to the Annual Meeting; or

•attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Street Name Stockholders. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.


Couchbase, Inc.			4			2025 Proxy Statement


What do I need to do to attend the Annual Meeting?

We will be hosting the Annual Meeting via live audio webcast only.

Stockholder of Record. If you were a stockholder of record as of the record date, then you may attend the Annual Meeting virtually, and will be able to submit your questions during the meeting and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/BASE2025. To attend and participate in the Annual Meeting, you will need the control number included on your Notice or proxy card. The Annual Meeting live audio webcast will begin promptly at 9:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

Street Name Stockholders. If you were a street name stockholder as of the record date and your voting instruction form or Notice indicates that you may vote your shares through the proxyvote.com website, then you may access and participate in the Annual Meeting with the control number indicated on that voting instruction form or Notice. Otherwise, street name stockholders should contact their bank, broker or other nominee and obtain a legal proxy in order to be able to attend and participate in the Annual Meeting.


How can I get help if I have trouble checking in or listening to the Annual Meeting online?

If you encounter difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.


What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. Matthew M. Cain and Margaret Chow have been designated as proxy holders with full power of substitution and re-substitution for the Annual Meeting by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board on the proposals as described above. If any other matters are properly brought before the Annual Meeting, then the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, then the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.


Who will count the votes?

A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election.


How can I contact Couchbase’s transfer agent?

You may contact our transfer agent, Equiniti Trust Company, LLC, by telephone at (800) 937-5449, or by writing Equiniti Trust Company, LLC, (EQ) at P.O. Box 500, Newark, NJ 07101 or by overnight mail to 55 Challenger Road, Floor 2, Ridgefield Park, NJ 07660. You may also access instructions with respect to certain stockholder matters (e.g., change of address) via the Internet at www.astfinancial.com.


Couchbase, Inc.			5			2025 Proxy Statement


How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our Board is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. If you choose to access the proxy materials and/or vote through the internet, you are responsible for any internet access charges you may incur.


Where can I find the voting results of the Annual Meeting?

We will disclose voting results on a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission, or SEC, within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.


Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the SEC we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.


What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or more than one set of printed proxy materials?

If you receive more than one Notice or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.


I share an address with another stockholder, and we received only one paper copy of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report. How may I obtain an additional copy of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice and, if applicable, the proxy statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these


Couchbase, Inc.			6			2025 Proxy Statement

documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice or proxy statement and annual report, as applicable, you may contact us as follows:

(Prior to June 1, 2025)

Couchbase, Inc.
Attention: Corporate Secretary
3250 Olcott Street
Santa Clara, California 95054
Tel: (650) 417-7500

(On or After June 1, 2025)

Couchbase, Inc.
Attention: Corporate Secretary
3155 Olsen Avenue, Suite 100
San Jose, CA 95117
Tel: (650) 417-7500

Street name stockholders may contact their broker, bank or other nominee to request information about householding.


Why is the Annual Meeting being held virtually?

We are continuously exploring technologies and services that will best permit our stockholders to engage with us from any location around the world and exercise their vote. We have decided to conduct the Annual Meeting on a virtual basis because we believe a virtual meeting improves communication and enables increased stockholder attendance and participation.

The virtual meeting technology that we use provides ease of access and real-time communication, while reducing the environmental impact and costs associated with an in-person meeting. We believe that by hosting our Annual Meeting virtually, our stockholders will be provided the same rights and opportunities to participate as they would at an in-person meeting, while offering a greater level of flexibility for many of our stockholders who may not be able to attend an annual meeting of stockholders in person.


How can I submit a question during the Annual Meeting?

If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/BASE2025, type your question into the “Ask a Question” field, and click “Submit.” Stockholders are permitted to submit questions during the annual meeting via the virtual meeting website that are in compliance with the meeting rules of conduct provided on the virtual meeting website and subject to a limit of one question per stockholder. We will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting. Only questions that are relevant to an agenda item to be voted on by stockholders will be answered.


Couchbase, Inc.			7			2025 Proxy Statement


What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

If a stockholder would like us to consider including a proposal in our proxy statement for our 2026 annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act, then the proposal must be received by our corporate secretary at our principal executive offices on or before December 17, 2025. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

(Prior to June 1, 2025)

Couchbase, Inc.
Attention: Corporate Secretary
3250 Olcott Street
Santa Clara, California 95054

(On or After June 1, 2025)

Couchbase, Inc.
Attention: Corporate Secretary
3155 Olsen Avenue, Suite 100
San Jose, CA 95117

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal or nominate a director at an annual meeting, but do not seek to include the proposal or director nominee in our proxy statement. In order to be properly brought before our 2026 annual meeting of stockholders, the stockholder must provide timely written notice to our corporate secretary, at our principal executive offices, and any such proposal or nomination must constitute a proper matter for stockholder action. The written notice must contain the information specified in our amended and restated bylaws. In addition, the notice must contain the information required by, and otherwise comply with, Rule 14a-19(b) of the Exchange Act, if applicable. To be timely, a stockholder’s written notice must be received by our corporate secretary at our principal executive offices:

•no earlier than 8:00 a.m. Pacific Time on January 29, 2026, and

•no later than 5:00 p.m. Pacific Time on February 28, 2026.

In the event that we hold our 2026 annual meeting of stockholders more than 25 days before or after the one-year anniversary of this year’s annual meeting, then such written notice must be received by our corporate secretary at our principal executive offices:

•no earlier than 8:00 a.m. Pacific Time on the 120th day prior to the day of our 2026 annual meeting of stockholders, and

•no later than 5:00 p.m. Pacific Time on the 10th day following the day on which public announcement of the date of the annual meeting of stockholders is first made by us.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, then we are not required to present the proposal for a vote at such annual meeting.


Availability of Bylaws

A copy of our amended and restated bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.


Couchbase, Inc.			8			2025 Proxy Statement




			Board of Directors and Corporate Governance

Composition of the Board

Our Board currently consists of ten directors, nine of whom are independent under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). Our Board is divided into three classes with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of April 3, 2025, and certain other information for each of our directors and director nominees:


Name	Class	Age	Position(s)	Director Since	Current Term Expires	Expiration of Term for Which Nominated

Nominees for Director
Edward T. Anderson (1)	I	75	Director	2020	2025	2028
Matthew M. Cain	I	47	Chair, President, Chief Executive Officer and Director	2017	2025	2028
Lynn M. Christensen (2)	I	63	Director	2021	2025	2028
Aleksander J. Migon (1)	I	45	Director	2020	2025	2028


Class I and Class II Directors
Carol W. Carpenter (2)	II	57	Director	2021	2026
Kevin J. Efrusy (3)	II	52	Director	2008	2026
Jeff Epstein (1)(3)	II	68	Director	2015	2026
Alvina Y. Antar (3)	III	50	Director	2021	2027
David C. Scott (3)	III	63	Director	2018	2027
Richard A. Simonson (1)(2)	III	66	Lead Independent Director	2020	2027

(1)Member of Audit Committee

(2)Member of Nominating and Corporate Governance Committee

(3)Member of Compensation Committee


Couchbase, Inc.			9			2025 Proxy Statement

Nominees for Director

Edward T. Anderson

INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Mr. Anderson has served as a member of our Board since January 2020. Mr. Anderson founded two venture capital firms, North Bridge Venture Partners in May 1993, where he currently serves as a Managing Partner focusing on early-stage high-tech companies, and North Bridge Growth Equity in February 2007. Mr. Anderson currently serves on the board of Markforged, Inc., an industrial additive manufacturing platform and previously served on the board of directors of Lyra Therapeutics, Inc., a biotechnology company from 2019 to 2024. Mr. Anderson holds an M.S. from Columbia Business School and a B.F.A. from University of Denver, where he has served on the board of trustees since 2011 and currently serves as chair on its Investment Committee.

AGE:

DIRECTOR SINCE:

2020

Mr. Anderson was selected to serve on our Board because of his extensive experience as a venture capital investor, his knowledge of technology companies and his experience as a director of public companies.

Matthew M. Cain

CHAIR, PRESIDENT AND CHIEF EXECUTIVE OFFICER

DIRECTOR BACKGROUND

Mr. Cain has served as our President and Chief Executive Officer and a member of our Board since April 2017, and as Chair of our Board since September 2022. Prior to joining us, he served as President of Worldwide Field Operations for Veritas Technologies LLC, a data management company, from April 2016 to October 2016, and as its Executive Vice President and Chief Product Officer from October 2014 to March 2016. Mr. Cain also previously held a variety of senior leadership positions at Symantec Corporation, a security software company, from February 2012 to September 2014, and at Cisco Systems, Inc., a networking solutions company, from July 2000 to August 2003 and August 2005 to January 2012. Mr. Cain holds an M.B.A. from Stanford Graduate School of Business and a B.S. in Electrical Engineering from Northwestern University.

AGE:

DIRECTOR SINCE:

2017

Mr. Cain was selected to serve on our Board because of the perspective and experience he brings as our President and Chief Executive Officer.


Couchbase, Inc.			10			2025 Proxy Statement

Lynn M. Christensen

INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Ms. Christensen has served as a member of our Board since May 2021. Prior to joining us, she held several positions at Workday, Inc., an enterprise resource planning software company, most recently as Chief of Staff for Products and Technology from December 2018 until her retirement in July 2020 and as Senior Vice President of Products from March 2015 to November 2018. Ms. Christensen holds an M.B.A. from San Francisco State University and a B.S. in Computer Information Systems from Arizona State University.

AGE:

DIRECTOR SINCE:

2021

Ms. Christensen was selected to serve on our Board because of her operational experience with and knowledge of technology companies.

Aleksander J. Migon

INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Mr. Migon has served as a member of our Board since May 2020. Mr. Migon is a Managing Partner at GPI Capital, a growth equity investment firm, which he co-founded in April 2016. Prior to joining GPI Capital, Mr. Migon served as a Managing Director of Global Partnership Investing at BTG Pactual, an investment management firm, from April 2015 to May 2016. Prior to BTG Pactual, Mr. Migon served as a Portfolio Manager of Ontario Teachers’ Pension Plan, a pension fund, from August 2010 to April 2015, as a Corporate Development Consultant at George Weston Limited, a food processing and distribution business, from May 2009 to August 2010, as an Associate at Moore Capital Management LP, an investment management firm, from September 2007 to February 2008 and as an Associate at Merrill Lynch, an investment bank, from March 2004 to August 2007. Mr. Migon holds a B.Comm. in Economics and Finance from University of Toronto and is a CFA charterholder.

AGE:

DIRECTOR SINCE:

2020

Mr. Migon was selected to serve on our Board because of his extensive experience as a growth equity investor.


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Class II and Class III Directors

Carol W. Carpenter

INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Ms. Carpenter has served as a member of our Board since May 2021. Ms. Carpenter has been serving as the Chief Marketing Officer of Cohesity, a cyber resiliency company, since February 2025. Previously she served as Chief Marketing Officer of Unity Software Inc., a real-time 3D software development company, from February 2022 to December 2024. She has also served as the Chief Marketing Officer of VMware, Inc., a cloud computing and virtualization technology company, from June 2020 to February 2022. Prior to VMware, she served as Vice President, Product Marketing of Google Cloud Platform at Google, LLC, a technology company, from January 2017 to May 2020. Ms. Carpenter has served on the board of directors of Scoot, an experiential meeting platform, and Dice Holdings Inc., a career website company, from June 2014 to January 2021. Ms. Carpenter holds an M.B.A. from Harvard University and a B.A. in Economics from Stanford University.

AGE:

DIRECTOR SINCE:

2021

Ms. Carpenter was selected to serve on our Board because of her experience as an executive and director of technology companies.

Kevin J. Efrusy

INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Mr. Efrusy has served as a member of our Board since November 2008. Mr. Efrusy joined Accel Partners, a venture capital firm, in March 2003, where he currently serves as Partner focusing on software and consumer companies. Mr. Efrusy currently also serves on the board of directors of numerous privately-held companies. Mr. Efrusy holds an M.B.A. from Stanford Graduate School of Business, where he served on its management board from 2013 to 2019, and holds an M.S. and B.S. in Electrical Engineering and a B.A. in Economics from Stanford University.

AGE:

DIRECTOR SINCE:

2008

Mr. Efrusy was selected to serve on our Board because of his extensive experience as a venture capital investor, his extensive experience as a director of publicly- and privately-held companies and his knowledge of technology companies.


Couchbase, Inc.			12			2025 Proxy Statement

Jeff Epstein

INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Mr. Epstein has served as a member of our Board since June 2015. Mr. Epstein is an Operating Partner at Bessemer Venture Partners, a venture capital firm, which he joined in November 2011. Mr. Epstein was Executive Vice President and Chief Financial Officer of Oracle Corporation, an enterprise software company, from September 2008 to April 2011. Prior to joining Oracle, Mr. Epstein served as chief financial officer of several public and private companies, including DoubleClick, an Internet advertising technology company which was acquired by Google LLC, at King World Productions, a television programming company which was acquired by CBS, and at Nielsen’s Media Measurement and Information Group, a data and measurement company. Mr. Epstein was a Co-Chief Executive Officer and Chief Financial Officer of Apex Technology Acquisition Corp., a blank check company formed for the purpose of mergers and acquisitions, which he joined in June 2019. Apex Technology Acquisition Corp. merged with Avepoint, Inc., a software vendor of SaaS solutions, in July 2021 and Mr. Epstein has served on its board of directors since then. Mr. Epstein has also served on the board of directors of Poshmark, Inc., a social commerce marketplace company, from April 2018 to January 2023, Okta, Inc., an identity and access management company, since June 2021, on the board of directors and as lead independent director of Twilio Inc., a cloud communications company, since July 2017 and as the chairman of its board since January 2024, and on the board of directors of Shutterstock, Inc., a global provider of licensed imagery, from April 2012 to June 2021. Mr. Epstein holds a B.A. from Yale University and an M.B.A. from Stanford Graduate School of Business.

AGE:

DIRECTOR SINCE:

2018

Mr. Epstein was selected to serve on our Board because of his experience as an executive and director of technology companies.

Alvina Y. Antar

INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Ms. Antar has served as a member of our Board since December 2021. Ms. Antar has been serving as the Chief Digital Officer of F5, Inc., an application security and delivery company, since January 2025. Prior to joining F5, Ms. Antar served as the Chief Information Officer at Okta, Inc., an identity and access management platform, from August 2020 to March 2024. Prior to Okta, she served as the Chief Information Officer at Zuora, Inc., a cloud-based subscription management platform from August 2014 to August 2020 and previously spent 17 years at Dell Technologies Inc. in various leadership roles. Ms. Antar holds a B.S. in Computer Science from the University of Houston.

AGE:

DIRECTOR SINCE:

2021

Ms. Antar was selected to serve on our Board because of her operational experience and knowledge of technology companies.


Couchbase, Inc.			13			2025 Proxy Statement

David C. Scott

INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Mr. Scott has served as a member of our Board since September 2018. Mr. Scott also serves on the board of a number of privately-held companies in the Information Technology and FinTech industries. He founded Nebulon, Inc., a cloud-managed storage company, in May 2018, where he served as Executive Chairman on its board of directors. Previously in his career, Mr. Scott served as Senior Vice President and General Manager of Storage at Hewlett-Packard Company, an Information Technology company, from September 2010 to March 2015, and from January 2001 to September 2010, as President and Chief Executive Officer at 3PAR Inc., a Data Storage and IT company where Mr. Scott advised the company through its initial public offering and ultimately its acquisition by Hewlett-Packard Company in September 2010. Mr. Scott holds an Honorary Doctorate in Engineering and a B.S. in Computer Science and Mathematics with Honors from University of Bristol.

AGE:

DIRECTOR SINCE:

2018

Mr. Scott was selected to serve on our Board because of his extensive experience as a director of publicly- and privately-held companies and his knowledge of technology companies.


Couchbase, Inc.			14			2025 Proxy Statement

Richard A. Simonson

LEAD INDEPENDENT DIRECTOR

DIRECTOR BACKGROUND

Mr. Simonson has served as a member of our Board since June 2020. He has also been serving on the board of Electronic Arts Inc. (EA), a digital interactive entertainment company, since August 2006, and EverCommerce Inc., a service commerce platform, since July 2021, and an entertainment industry software provider, since September 2018. Mr. Simonson has also been serving as Managing Partner of Specie Mesa LLC, an investment and advisory firm that focuses on high-growth technology companies, since July 2018. In addition to serving on the board of numerous privately-held technology companies during his tenure at Specie Mesa, he also served on the board of Silver Spring Networks, Inc., a smart grid company, from October 2009 to January 2018, where he assisted with its initial public offering in March 2013. Prior to Silver Spring, Mr. Simonson served as Executive Vice President and Chief Financial Officer of Sabre Corporation, a global travel and hospitality technology company, from March 2013 to July 2018, where he oversaw its initial public offering in April 2014. Prior to Sabre, Mr. Simonson was the President of Business Operations and Chief Financial Officer of Rearden Commerce, now known as Deem, Inc., a corporate travel management software company, from May 2011 to May 2012. From September 2001 to August 2010, Mr. Simonson held various executive roles at Nokia Corporation, a global telecommunications company based in Finland, including General Manager of Mobile Phones, Executive Vice President and Chief Financial Officer. Mr. Simonson holds an M.B.A. from University of Pennsylvania Wharton School of Business and a B.S. in Mining Engineering from Colorado School of Mines.

AGE:

DIRECTOR SINCE:

2018

Mr. Simonson was selected to serve on our Board because of his significant operational experience as an executive with technology companies and his experience serving on the boards of directors of other publicly- and privately-held companies.


Couchbase, Inc.			15			2025 Proxy Statement

Director Independence

Our common stock is listed on Nasdaq. As a company listed on Nasdaq, we are required under Nasdaq listing rules to maintain a board comprised of a majority of independent directors. Under Nasdaq listing rules, the director independence definition includes a series of objective tests, such as that the director is not also one of our employees and has not engaged various types of business dealings with us. In addition, as further required by Nasdaq Rules, the listed company’s board of directors must make a subjective determination as to each non-employee director that the director does not have a relationship that would, in the opinion of the listed company’s board of directors interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees be independent.

Audit Committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Nasdaq listing rules applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq listing rules applicable to compensation committee members.

Our Board has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that that each of Messrs. Anderson, Efrusy, Epstein, Migon, Scott and Simonson and Mses. Antar, Carpenter and Christensen, representing nine of our ten directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of Nasdaq. Matthew M. Cain is not considered an independent director because of such person’s position as our President and Chief Executive Officer.

In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Related Person Transactions.”

There are no family relationships among any of our directors, director nominees or executive officers.

Board Leadership Structure and Role of Lead Independent Director

Mr. Cain, our President and Chief Executive Officer, serves as chair of our Board and presides over meetings of our Board, holds such other powers, and carries out such other duties as are customarily carried out by the chair of a Board.

Our Board has appointed Mr. Simonson to serve as our lead independent director. As lead independent director, Mr. Simonson presides over periodic meetings of our independent directors, serves as a liaison for our independent directors and performs such additional duties as our Board may otherwise determine or delegate.

As a result of the Board’s committee system and the existence of a majority of independent directors, the Board maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs. We believe that the leadership structure of our Board, including Mr. Simonson’s role as lead independent director and Mr. Cain's role as chair of the Board, as well as the independent committees of our Board, is appropriate and enhances our Board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders.


Couchbase, Inc.			16			2025 Proxy Statement

Board Self-Evaluations

To further promote strong board leadership and corporate governance, we conduct annual self-evaluations of our Board and committees, which are overseen by our Nominating and Corporate Governance Committee. The Board periodically considers the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively. Our lead independent director and the chair of each committee review the results of these self-evaluations.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the company faces, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our Board reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions.

In addition, our Board has tasked designated standing committees with oversight of certain categories of risk management. Our Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and also, among other things, discusses with management and the independent auditor guidelines, policies with respect to risk assessment and risk management and potential conflicts of interest. Our Compensation Committee assesses risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking. Our Nominating and Corporate Governance Committee assesses risks relating to our corporate governance practices and the independence of the Board.

Our Board believes its current leadership structure supports the risk oversight function of the board.

Board Diversity

Our Company is committed to fostering an environment of diversity and inclusion, including among our Board members. Accordingly, in considering our director nominees, the Nominating and Corporate Governance Committee considers candidates with diverse backgrounds and a diversity of experience, race, ethnicity, gender, age, tenure and perspective that collectively enhance the quality of the Board’s composition and deliberations according to the Company’s strategy and the perceived needs of our Board at any given time. Of the self-identification data available, as of April 16, 2025, the Board’s self-identified diversity statistics reflect that female directors comprise 30% of the Board, and 30% of the Board self-identified as an underrepresented minority or in LGBTQ+ communities.


Couchbase, Inc.			17			2025 Proxy Statement

Environmental, Social and Governance at Couchbase

ESG is among the many ways we put Our Values in action. Although all six values statements stand in support of our ESG vision, there are some, such as Be A Good Human, Act With Uncompromising Integrity and Make Tomorrow Better Than Today, that we believe are not only core to who we are, but are critical in earning the trust of our employees, customers, partners and stockholders, and are foundational to our success as a business.

That is why our focus on ESG begins at the top - our Nominating and Corporate Governance Committee is responsible for overseeing ESG matters and receives regular updates on a variety of ESG topics. Updates are provided regularly to our board. Mr. Cain, our president, CEO and the chair of our Board, champions our ESG efforts, and Ms. Chow, our chief legal officer, provides oversight of the activities of our ESG working group, which consists of a cross-functional team that collaborates to define ESG strategy, identify priorities and advance initiatives.

Environmental

As a leader in database technology, we are an international company with a global reach, mindful that challenges like climate change should be tackled not just by governments but by innovative companies like ours. Along our journey, we recognize that we have an impact on the environment and natural resources, and how we conduct our business can greatly increase or reduce this impact. Couchbase is committed to exploring ways to continually reduce its impact to Make Tomorrow Better Than Today, Starting Now.

Social

We amplify our social impact by cultivating a collaborative, diverse and inclusive culture and supporting our employees, customers, and communities to thrive. It all starts with our very first value: Be A Good Human, Always. This commitment is grounded in passionate advocacy for humanity and belonging. We will always strive to be good humans, and we do that by insisting that we live Our Values through authenticity, acceptance, and connection. We strive to not just state Our Values but demonstrate and live them throughout Couchbase.

Governance

As a public company, we are committed to strong corporate governance and effective board oversight. We believe that building trust and accountability is critical to our success and the long-term interest of our stockholders.

Governance includes corporate security and product security for our cutting-edge database solutions. Couchbase demonstrates commitment to security by setting forth policies, strategic direction, providing resources and empowering employees. Industry best practices and security by design are ingrained in our policies, procedures, software development practices and cloud operations.

Governance also includes data privacy, a key area of focus for Couchbase. We track global standards and laws to ensure we meet our commitments and obligations with respect to the privacy of our Couchbase community, customers and others who engage with our company. We strive to incorporate privacy by design and continuously review the requirements of data privacy laws that apply to our products and services.

Identifying ESG Priorities

Our ESG strategy focuses on five priorities identified by a materiality assessment based on both internal and external stakeholder perspectives:

•Data Privacy & Cybersecurity

•Employee Recruitment, Development & Retention

•Diversity, Equity & Inclusion

•Employee Engagement, Well-being & Satisfaction

•Business Ethics


Couchbase, Inc.			18			2025 Proxy Statement

We continue to advance our ESG priorities and strategies in consultation with the Nominating and Corporate Governance Committee. For more information on our ESG initiatives, we encourage you to see our ESG Highlights Reports on the Couchbase ESG page in our Investor Relations website.

Human Capital Management

We believe the foundation of our current and future success is our world-class organization, which combines our exceptional people with a culture we believe in and care deeply about. We are building a company that we are proud of, focusing on how we do things as much as on what we do. Our approach to human capital management (“HCM”) is wide-reaching and encompasses many aspects including our values, reward and recognition, employee engagement, compensation and benefits, talent attraction and development, and diversity and inclusion.

As we continue to foster a culture based on our values, we engage our employees by soliciting feedback through regular, confidential employee engagement surveys. We review the outcomes of the survey to inform the actions to improve the employee experience. We also periodically review our rewards and promotion statuses to recognize contributions by our employees while working to improve our hiring process and employee experience to attract and retain top talent. Our HCM strategy also supports our diversity, equity and inclusion commitments such as through education, community engagement and leadership development.


Couchbase, Inc.			19			2025 Proxy Statement

Board Committees

Our Board has established the following standing committees of the board: Audit Committee; Compensation Committee; and Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board is described below.


Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Edward T. Anderson
Matthew M. Cain
Lynn M. Christensen
Aleksander J. Migon
Carol W. Carpenter
Kevin J. Efrusy
Jeff Epstein
Alvina Y. Antar
David C. Scott
Richard A. Simonson


			Committee Chair						Committee Member


			Audit Committee
			Members: Messrs. Anderson, Epstein, Migon and Simonson (Chair)

			Our Board has determined that each member of our Audit Committee meets the requirements for independence of audit committee members under the rules and regulations of the SEC and the listing standards of Nasdaq, and also meets the financial literacy requirements of the listing standards of Nasdaq. Our Board has determined that Messrs. Anderson, Epstein, Migon and Simonson are Audit Committee financial experts within the meaning of Item 407(d) of Regulation S-K. Our Audit Committee is responsible for, among other things: •selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; •helping to ensure the independence and performance of the independent registered public accounting firm; •discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations; •developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; •reviewing our policies on risk assessment and risk management, including cybersecurity risk; •reviewing related party transactions; and •approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm. Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our Audit Committee is available on our website at investors.couchbase.com. During our fiscal year ended January 31, 2025, our Audit Committee held five formal meetings.


Couchbase, Inc.			20			2025 Proxy Statement


			Compensation Committee
			Members: Messrs. Efrusy, Epstein and Scott (Chair) and Ms. Antar

			Our Board has determined that each member of our Compensation Committee meets the requirements for independence for compensation committee members under the rules and regulations of the SEC and the listing standards of Nasdaq. Each member of the Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee is responsible for, among other things: •reviewing, approving and determining, or making recommendations to our Board regarding, the compensation of our executive officers; administering our equity compensation plans; •reviewing and approving and making recommendations to our Board regarding incentive compensation and equity compensation plans; and establishing and reviewing general policies relating to compensation and benefits of our employees; and reviewing, approving (or making recommendations to our Board for approval) and administering any clawback policy allowing us to recoup compensation paid to employees. Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our Compensation Committee is available on our website at investors.couchbase.com. During our fiscal year ended January 31, 2025, our Compensation Committee held four formal meetings. During our fiscal year ended January 31, 2025, our Compensation Committee engaged the services of Compensia, Inc. (“Compensia”), a national compensation consulting firm, to advise the Compensation Committee regarding the amount and types of compensation provided to our executive officers and non-employee directors. Compensia does not provide any services to us other than the services provided to our Compensation Committee. Our Compensation Committee has assessed the independence of Compensia pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Compensia from independently representing the Compensation Committee.


			Nominating and Corporate Governance Committee
			Members: Mr. Simonson and Mses. Carpenter (Chair) and Christensen

			The current members of our Nominating and Corporate Governance Committee are Mr. Simonson and Mses. Carpenter and Christensen. Ms. Carpenter is the chair of our Nominating and Corporate Governance committee. Our Board has determined that each member of our Nominating and Corporate Governance Committee meets the requirements for independence for nominating and corporate governance committee members under the listing standards of Nasdaq. Our Nominating and Corporate Governance Committee is responsible for, among other things: •identifying, evaluating, selecting or making recommendations to our Board regarding nominees for election to our Board and its committees; •evaluating the performance of our Board and of individual directors; •considering and making recommendations to our Board regarding the composition of our Board and its committees; reviewing developments in corporate governance practices and reporting; •evaluating the adequacy of our corporate governance practices and reporting; •developing and making recommendations to our Board regarding corporate governance guidelines and matters; and •overseeing our practices with respect to environmental, social and governance matters. Our Nominating and Corporate Governance committee operates under a written charter that satisfies the applicable listing standards of Nasdaq. A copy of the charter of our Nominating and Corporate Governance Committee is available on our website at investors.couchbase.com. During our fiscal year ended January 31, 2025, our Nominating and Corporate Governance Committee held four formal meetings.


Couchbase, Inc.			21			2025 Proxy Statement

Attendance at Board and Stockholder Meetings

During our fiscal year ended January 31, 2025, our Board held five meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board held during the period for which he or she has been a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our Board at the annual meetings of stockholders, we encourage, but do not require, directors to attend. Ten of our directors attended last year's annual meeting.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under the applicable Nasdaq rules, our corporate governance guidelines provide that the non-employee directors will meet in an executive session without management directors or management present on a periodic basis. In addition, if any of our non-employee directors are not independent directors, then our independent directors will also meet in an executive session on a periodic basis.

Compensation Committee Interlocks
and Insider Participation

During fiscal 2025, the members of our Compensation Committee were Messrs. Efrusy, Epstein, Scott and Ms. Antar. None of the members of our Compensation Committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Considerations in Evaluating Director Nominees

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board and the needs of our Board and the respective committees of our Board and other director qualifications. Some of the factors that our Nominating and Corporate Governance Committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business experience and diversity, and with respect to diversity, such factors as race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board. Although our Board does not maintain a specific policy with respect to board diversity, our Board believes that the Board should be a diverse body, and the Nominating and Corporate Governance Committee considers a broad range of perspectives, backgrounds and experiences.

After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for selection. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors and our Board has the final authority in determining the selection of director candidates for nomination to our board.


Couchbase, Inc.			22			2025 Proxy Statement

Stockholder Recommendations and Nominations
to our Board

Our Nominating and Corporate Governance Committee will consider recommendations and nominations for candidates to our Board from stockholders in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our amended and restated certificate of incorporation and amended and restated bylaws, all applicable company policies and all applicable laws, rules and regulations, including those promulgated by the SEC. Our Nominating and Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our bylaws and corporate governance guidelines and the director nominee criteria described above.

A stockholder that wants to recommend a candidate to our Board should direct the recommendation in writing by letter to our corporate secretary at Couchbase, Inc., 3250 Olcott Street, Santa Clara, California 95054 before June 1, 2025 or 3155 Olsen Avenue, Suite 100, San Jose, CA 95117 on or after June 1, 2025, Attention: Corporate Secretary. Such recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our Board. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC and should be sent in writing to our corporate secretary at the address above. To be timely for our 2026 annual meeting of stockholders, nominations must be received by our corporate secretary observing the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for 2026 Annual Meeting.”

Communications with the Board

Stockholders and other interested parties wishing to communicate directly with our non-management directors, may do so by writing and sending the correspondence to our Chief Legal Officer by mail to our principal executive offices at Couchbase, Inc., 3250 Olcott Street, Santa Clara, California 95054 prior to June 1, 2025, or 3155 Olsen Avenue, Suite 100, San Jose, CA 95117 on or after June 1, 2025. Our Chief Legal Officer or Legal Department, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not relevant for our stockholders to act on or for our board to consider and (3) matters that are of a type that are improper or irrelevant to the functioning of our board or our business, for example, mass mailings, job inquiries and business solicitations. If appropriate, our Chief Legal Officer or Legal Department will route such communications to the appropriate director(s) or, if none is specified, then to the chair of the board or lead independent director, if there is not an independent chair of the board. These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Policy Prohibiting Hedging or Pledging of Securities

Under our insider trading policy (as amended from time to time, the "Insider Trading Policy"), our employees, including our executive officers, and the members of our Board are prohibited from, directly or indirectly, among other things, (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, RSUs and other compensatory awards issued to such individuals by us), (3) otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, (4) pledging any of our securities as collateral for any loans and (5) holding our securities in a margin account.


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Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted corporate governance guidelines. These guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our Board and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a code of business conduct and ethics, which is a "code of ethics” as defined by Item 406 of Regulation S-K, and applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other executive and senior financial officers. The full text of our corporate governance guidelines and code of business conduct and ethics are available on our website at investors.couchbase.com. We will post amendments to our code of business conduct and ethics other than technical, administrative or other nonsubstantive amendments or any waivers of our code of business conduct and ethics for directors and executive officers on the same website.

Director Compensation

In connection with our initial public offering, we adopted an outside director compensation policy for our non-employee directors, which was amended and restated in December 2021 and was further amended and restated in August 2024, with input from Compensia, to attract, retain, and reward non-employee directors by increasing the cash and equity compensation for their Board services. Under our outside director compensation policy, non-employee directors will receive compensation in the form of cash and equity, as described below. We also reimburse our non-employee directors for expenses incurred in connection with attending board and committee meetings as well as continuing director education.

Cash Compensation

Under our current outside director compensation policy, each non-employee director is paid an annual cash retainer of $35,000, which is paid quarterly in arrears on a prorated basis.

Under the policy, each non-employee director will be eligible to earn additional annual cash compensation (paid quarterly in arrears on a prorated basis) for their additional services as follows:


Chair of the Board	$	20,000
Lead Independent Director	$	17,000
Chair of Audit Committee	$	20,000
Member of Audit Committee	$	10,000
Chair of Compensation Committee	$	14,000
Member of Compensation Committee	$	6,000
Chair of Nominating Committee	$	8,000
Member of Nominating Committee	$	4,000

For clarity, each non-employee director who serves as the chair of a committee shall receive only the additional annual cash fee as the chair of the committee, and not the additional annual cash fee as a member of the committee.

Each non-employee director may elect to receive his or her cash retainers in the form of fully vested restricted stock units (“RSUs”). An electing non-employee director will be granted a quarterly fully-vested RSU award having a value equal to the quarterly portion of the annual cash retainer and/or any committee annual cash retainer that the non-employee director would have received absent an election, rounded down to the nearest whole share. Each election must remain in place for a minimum of a full fiscal year. In addition, we have implemented an RSU deferral program, under which each of our non-employee director may to elect to defer the receipt of his or her annual cash retainer until a later date in accordance with applicable tax laws. Additionally, for any automatic equity grant in the form of RSUs, the


Couchbase, Inc.			24			2025 Proxy Statement

director may elect in accordance with federal tax laws when he or she will receive payout of his or her vested RSUs and defer income taxation until the award is paid. An election to defer the payout of vested RSUs is not intended to increase the value of the payout to the non-employee director, but rather to give the non-employee director the flexibility to decide when he or she will be subject to taxation with respect to the award. Any election to defer payment of any vested RSUs will not alter the other terms of the award, including the vesting requirements.

Equity Compensation

Initial Award

Each individual who first becomes an outside director following the effective date of our most recent amended and restated outside director policy will be granted an award of RSUs (an “Initial Award”) covering a number of shares having a value of $350,000, rounded down to the nearest whole share. The Initial Award will be automatically granted on the first trading date on or after the date on which such individual first becomes an outside director (the “Start Date”), whether through election by the stockholders of the company or appointment by the Board to fill a vacancy. If an individual was a member of the Board and also an employee, becoming an outside director due to termination of employment will not entitle the outside director to an Initial Award. Each Initial Award will vest as to 1/3 of the shares subject to the Initial Award on each anniversary of the date the applicable director's service commenced.

Pro-Rated Annual Award

If an individual's Start Date is not on the date of one of the company's annual meetings of stockholders, such director shall automatically be granted a pro-rated annual award (a “Pro-Rated Annual Award”). If such individual's Start Date is the date of an annual meeting, then the director shall receive an annual award (as described below). Pro-Rated Annual Awards consist of RSUs covering a number of shares having a value of (x) $175,000 multiplied by (y) the fraction obtained by dividing (A) the number of full months during the period beginning on the start date and ending on the one-year anniversary of the date of the then-most recent annual meeting by (B) 12. The Pro-Rated Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Pro-Rated Annual Award is granted or (ii) the day prior to the date of the annual meeting next following the date the Pro-Rated Annual Award is granted.

Annual Award

On the date of each of our annual meetings of stockholders following our initial public offering, each outside director will be automatically granted an award of RSUs covering a number of shares having a value of $175,000, rounded down to the nearest whole share. Each such annual award will vest on the earlier of (i) the one-year anniversary of the date such annual award is granted or (ii) the day prior to the date of the annual meeting next following the date such annual award granted.

Director Compensation for Fiscal 2025

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board, for the fiscal year ended January 31, 2025. Directors who are also our employees receive no additional compensation for their service as directors. During fiscal 2025, Mr. Cain was an


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employee and executive officer of the company and therefore did not receive compensation as a director. See “Executive Compensation” for additional information regarding Mr. Cain’s compensation.


Name	Fees Paid or Earned in Cash ($) (1)	Stock Awards ($) (2)	Option Awards ($) (2)	Total ($)

Edward T. Anderson	42,500	154,817	—	197,317
Kevin J. Efrusy	38,500	154,817	—	193,317
Jeff Epstein	48,500	154,817	—	203,317
Aleksander J. Migon	42,500	154,817	—	197,317
David C. Scott	45,500	154,817	—	200,317
Richard A. Simonson	72,625

SEC Form DEF 14A filed by Couchbase Inc.