Document

DEF 14A 1 mdbdef14a2022proxy.htm DEF 14A Document

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. )

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MONGODB, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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MongoDB, Inc.

1633 Broadway, 38th Floor

New York, New York 10019

Notice of Annual Meeting of Stockholders

To Be Held on June 28, 2022 at 10:00 a.m. Eastern Time

To the Stockholders of MongoDB, Inc.:

On behalf of our board of directors, it is our pleasure to invite you to attend the 2022 annual meeting of stockholders of MongoDB, Inc., a Delaware corporation.

The meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/MDB2022, originating from New York, New York, on Tuesday, June 28, 2022 at 10:00 a.m. Eastern Time. We continue to embrace the latest technology to provide expanded access, improved communication and cost savings. We believe hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world. Additionally, in light of public health and travel concerns arising from the ongoing COVID-19 pandemic, hosting a virtual meeting helps ensure the health and safety of our stockholders and other meeting participants. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. The record date for the meeting is April 29, 2022. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Your vote is very important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.

The meeting will be held for the following purposes:

1.To elect three Class II directors, Francisco D’Souza, Charles M. Hazard, Jr., and Tom Killalea, each to serve until our annual meeting of stockholders in 2025;

2.To approve, on a non-binding advisory basis, the compensation of our named executive officers;

3.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2023; and

4.To conduct any other business properly brought before the meeting or any adjournments or postponements thereof.

These items of business are more fully described in the proxy materials accompanying this notice.

On behalf of the board of directors and the management team, thank you for your investment and interest in MongoDB.


			By Order of the Board of Directors

May 17, 2022			Andrew Stephens
			General Counsel and Secretary


You are cordially invited to attend the virtual annual meeting. Whether or not you expect to attend the meeting, you are urged to vote and submit your proxy by following the procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank or other similar organization and you wish to vote during the meeting, you must follow the instructions from such organization.

Table of Contents


Questions and Answers			2
Board of Directors and Corporate Governance			8
Proposal 1 – Election of Directors			21
Information Regarding Director Nominees and Current Directors			22
Director Compensation			25
Proposal 2 – Approval, on a Non-binding Advisory Basis. of the Compensation of Our Named Executive Officers			28
Executive Officers			29
Executive Compensation			30
• Compensation Discussion and Analysis			30
• Executive Compensation Tables			44
• Compensation Committee Report			49
CEO Pay Ratio			50
Equity Compensation Plan Information			51
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm			52
Audit Committee Report			54
Security Ownership of Certain Beneficial Owners and Management			55
Other Matters			58


Board Diversity Matrix (as of May 17, 2022)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	6	—	1
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	2	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	1


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


Name	Age	Position/Office Held With MongoDB
Class II directors whose terms expire at the 2022 Annual Meeting of Stockholders
Francisco D'Souza(1)(2)(3)	53	Director
Charles M. Hazard, Jr.(3)(4)(5)	54	Director
Tom Killalea(1)(3)	54	Chairperson of the Board
Class III directors whose terms expire at the 2023 Annual Meeting of Stockholders
Archana Agrawal(1)	44	Director
Hope Cochran(5)(6)	50	Director
Dwight Merriman	53	Co-Founder and Director
Class I directors, nominees for election at the 2024 Annual Meeting of Stockholders
Roelof Botha(5)	48	Director
Dev Ittycheria	55	President, Chief Executive Officer and Director
John McMahon(1)	66	Director


Compensation Element		Annual Cash Retainer ($)(1)
Annual Retainer		30,000
Non-Executive Chairperson Retainer		20,000
Committee Chair Retainer	Audit	25,000
	Compensation	15,000
	Nominating and Corporate Governance	10,000
Non-Chair Committee Retainer	Audit	10,000
	Compensation	7,500
	Nominating and Corporate Governance	4,000


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)	Total ($)
Archana Agrawal	37,500	241,354(2)	278,854
Roelof Botha	40,000	241,354(2)	281,354
Hope Cochran	55,779	241,354(2)	297,133
Francisco D’Souza	49,000	241,354(2)	290,354
Charles M. Hazard, Jr.	50,000	241,354(2)	291,354
Tom Killalea	61,500	241,354(2)	302,854
John McMahon	36,721	241,354(2)	278,075
Dwight Merriman(5)	30,000	241,354(2)	271,354


Name	Total RSUs Held	Total Options Held
Archana Agrawal	1,391	—
Roelof Botha	629	—
Hope Cochran	629	49,000
Francisco D'Souza	1,508	—
Charles M. Hazard, Jr.	629	—
Tom Killalea	629	50,000
John McMahon	629	8,000
Dwight Merriman	1,823	171,625


What We Do and What We Don't Do
We align executive compensation with the interests of our stockholders	ü	Strong Alignment between Bonus Payout and Performance. Our annual performance-based short-term bonus award opportunities for all of our named executive officers are dependent upon our achievement of annual corporate objectives selected for their ability to drive operational and financial performance. These performance goals are comprised entirely of corporate performance objectives and do not include a qualitative component.
	ü	Significant Long-term Equity Component. Equity awards are an integral part of our executive compensation program, and represent the most significant “at-risk” portion of compensation for named executive officers. Multi-year vesting periods for awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to remain in our long-term employ. For fiscal year 2022, 94% of our Chief Executive Officer’s total reported compensation and an average of 86% of the total reported executive compensation for our other named executive officers was in the form of long-term equity incentive awards, as reported in the “Summary Compensation Table.”
Our executive compensation programs are designed to mitigate undue risk-taking by our executives and to foster long-term growth for our stockholders	ü	Claw back Policy. Our claw back policy provides for the recoupment of incentive-based compensation for our executive officers in certain circumstances where restatement of financial results is required.
	ü	Stock Ownership Guidelines. Each of our executive officers is subject to stock ownership requirements described in the “Stock Ownership Guidelines” section below.
	ü	Cap Payouts. Our payments to named executive officers are capped under our performance-based annual bonus program. Except, the portion of the Chief Revenue Officer’s bonus tied to Net New ARR is calculated based on a percentage of the Company’s contract bookings and is not subject to a maximum payout. These commission payments are intended to provide incentive for our Chief Revenue Officer to continue to grow our business and generate revenues, and the rates of payment are set to provide challenging but achievable goals to motivate him.
We adhere to executive compensation best practices	ü	No Tax Gross-Ups. We do not provide our executive officers with tax gross-ups.
	ü	Limited Executive Perquisites. We generally do not provide executive fringe benefits or perquisites such as car allowances to our executives, other than certain services related to cybersecurity, which we consider to be in our best interest.
	ü	Engage an Independent Compensation Consultant. Our compensation committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. The compensation consultant advises our compensation committee on market trends and practices, including identifying a peer group of companies and their compensation practices, so that our compensation committee can regularly assess our individual and total compensation programs against these peer companies, the general marketplace and other industry data points.
	ü	Anti-Hedging and Anti-Pledging. We prohibit hedging and pledging of MongoDB securities by our employees, directors and consultants.


Alteryx	Five9	Okta
Avalara	HubSpot	RingCentral
Cloudera	LogMeIn	Trade Desk
Coupa Software	New Relic	Twilio
Elastic N.V.	Nutanix	Zendesk


Compensation Element	How Payout is Determined	Performance Measures	Purpose
Base Salary •Fixed •Paid in cash	Compensation committee determines salary; considers competitive market information, 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
Short-Term Performance-Based Bonus Awards •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 Annual Recurring Revenue, Non-GAAP Operating Income, and Revenue	•Motivates and rewards executives for achievement of annual goals •Aligns management and stockholder interests by linking pay to performance
Long-term incentives in the form of RSUs •Variable •Paid in stock	Compensation committee determines amounts and terms of RSU grants for executive officers	Cash value of a unit as of the date of vesting is based on stock price on the date of vesting, and therefore linked to overall performance and the creation of value for our stockholders	•Serves a retention function •Aligns management and stockholder interests by facilitating management ownership and tying value of award at vesting to stock price at vesting


Named Executive Officer			Base Salary ($)
Dev Ittycheria			400,000
Michael Gordon			325,000
Cedric Pech			269,676(1)
Mark Porter			325,000


			Chairperson
ü			Member


Named Executive Officer	FY2021 Target Bonus Opportunity (%)	FY2022 Target Bonus Opportunity (%)	FY2022 Target Bonus Opportunity ($)
Dev Ittycheria	70	70	280,000
Michael Gordon	65	65	211,250
Cedric Pech	140	140	377,547(1)
Mark Porter	65	65	211,250


Named Executive Officer	FY2022 Target Bonus Opportunity ($)	FY2022 Bonus – Corporate Performance Achievement (%)	Actual Annual Bonus Earned ($)	Actual Annual Bonus (as a % of Target Bonus)
Dev Ittycheria	280,000	122	420,000(1)	150
Michael Gordon	211,250	122	316,875(1)	150
Cedric Pech	377,547(2)	121	837,186(2)	222(3)
Mark Porter	211,250	122	316,875(1)	150


Named Executive Officer	Time-Based RSUs (number of shares)	Aggregate Grant Date Fair Value ($)(1)
Dev Ittycheria	25,614(2)	9,885,211
Michael Gordon	12,225(2)	4,717,994
Cedric Pech	14,554(2)	5,616,825
Mark Porter	8,732(2)	3,369,941


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


Named Executive Officer	FY2022 Target Bonus Opportunity ($)	Target Number of Shares Granted Under FY2022 Bonus Stock Awards in Lieu of Cash Bonus(1)	Number of Shares Earned under Bonus Stock Awards in Lieu of Cash Payout(2)
Dev Ittycheria	280,000	878	1,318
Michael Gordon	211,250	663	994
Mark Porter	211,250	663	994


Name and Principal Position	Fiscal Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)	Total ($)
Dev Ittycheria President and Chief Executive Officer	2022	400,000	10,135,257(3)	—	31,500(4)	10,566,757
	2021	400,000	8,096,935	—	31,500	8,528,435
	2020	400,000	8,526,198	406,000	26,922	9,359,120
Michael Gordon Chief Operating Officer and Chief Financial Officer	2022	325,000	4,906,810(3)	—	31,500(4)	5,263,310
	2021	325,000	3,911,374	—	31,500	4,267,874
	2020	325,000	4,584,799	306,313	26,686	5,242,798
Cedric Pech Chief Revenue Officer(5)	2022	269,676	5,616,825	837,186	135,845(6)	6,859,532
	2021	282,277	3,398,386	534,787	115,831	4,331,281
	2020	259,594	2,227,342	462,336	146,009	3,095,281
Mark Porter Chief Technology Officer	2022	325,000	3,558,757(3)	—	31,500(4)	3,915,257
	2021	188,605	8,745,267	159,931	17,375	9,111,178


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)	Estimated Future Payouts Under Equity Incentive Plan Awards(3)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards(4) ($)
Name	Grant Date(1)	Award Type	Target ($)	Threshold (#)	Target (#)	Maximum (#)
Dev Ittycheria	4/7/2021	PSU	—	439	878	1,318	—	250,046
	2/26/2021	RSU	—	—	—	—	25,614	9,885,211
Michael Gordon	4/7/2021	PSU	—	332	663	994	—	188,816
	2/26/2021	RSU	—	—	—	—	12,225	4,717,994
Cedric Pech	—	Annual Cash	377,547(5)	—	—	—	—	—
	2/26/2021	RSU	—	—	—	—	14,554	5,616,825
Mark Porter	4/7/2021	PSU	—	332	663	994	—	188,816
	2/26/2021	RSU	—	—	—	—	8,732	3,369,941


			Option Awards				Stock Awards
Name	Grant Date(1)	Award Type	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)(1)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(2)	Market Value of Shares or Units of Stock That Have Not Vested ($)(3)(4)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#)(4)(5)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Unites or Other Rights That Have Not Vested ($)(3)(4)
Dev Ittycheria	9/12/2014	ISO	57,469	6,386	6.50	9/12/2024	—	—	—	—
	9/12/2014	NQ	82,873	—	6.50	9/12/2024	—	—	—	—
	9/12/2014	NQ	200,000	—	6.50	9/12/2024	—	—	—	—
	4/13/2016	NQ	750,000	—	6.50	4/13/2026	—	—	—	—
	4/20/2018	RSU	—	—	—	—	14,000	5,671,540	—	—
	3/18/2019	RSU	—	—	—	—	19,311	7,823,079	—	—
	2/27/2020	RSU	—	—	—	—	29,313	11,874,989	—	—
	2/26/2021	RSU	—	—	—	—	20,812	8,431,149	—	—
	4/7/2021	PSU	—	—	—	—	—	—	878	356,092
Michael Gordon	7/15/2015	NQ	18,859	—	6.50	7/15/2025	—	—	—	—
	4/13/2016	NQ	200,000	—	6.50	4/13/2026	—	—	—	—
	4/20/2018	RSU	—	—	—	—	7,500	3,038,325	—	—
	3/18/2019	RSU	—	—	—	—	10,384	4,206,662	—	—
	2/27/2020	RSU	—	—	—	—	13,886	5,625,357	—	—
	2/26/2021	RSU	—	—	—	—	9,933	4,023,958	—	—
	4/7/2021	PSU	—	—	—	—	—	—	663	256,435
Cedric Pech	5/31/2018	RSU	—	—	—	—	1,250	506,388	—	—
	2/5/2019	RSU	—	—	—	—	7,170	2,904,639	—	—
	2/27/2020	RSU	—	—	—	—	12,729	5,156,645	—	—
	2/26/2021	RSU	—	—	—	—	11,826	4,790,831	—	—
Mark Porter	6/29/2020	RSU	—	—	—	—	17,220	6,975,994	—	—
	2/26/2021	RSU	—	—	—	—	8,734	3,537,421	—	—
	4/7/2021	PSU	—	—	—	—	—	—	663	256,435


Name	Termination	Base Salary ($)	Bonus ($)	Accelerated Vesting of Equity Awards(1) ($)	Continuation of Insurance Coverage ($)	Total ($)
Dev Ittycheria	Termination Without Cause or Resignation for Good Reason	400,000	—	—	34,152	434,152
	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(2)	400,000	420,000	39,069,250	34,152	39,923,402
Michael Gordon	Termination Without Cause or Resignation for Good Reason	162,500	—	—	—	162,500
	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(2)	162,500	316,875	17,028,799	—	17,508,174
Cedric Pech(3)	Termination Without Cause or Resignation for Good Reason	134,838	—	—	2,881	137,719
	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(2)	134,838	1,025,960	13,358,502	2,881	14,522,181
Mark Porter	Termination Without Cause or Resignation for Good Reason	162,500	—	—	17,076	179,576
	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control(2)	162,500	316,875	10,647,911	17,076	11,144,362


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3)
Equity plans approved by stockholders	5,818,070	$7.46	12,986,165
Equity plans not approved by stockholders	—	—	—


	Fiscal Years Ended January 31,
		2022	2021
Audit fees(1)	$	2,737,000	$	2,167,000
Audit-related fees(2)		—		48,000
Tax fees		—		—
All other fees(3)		4,230		3,950
Total fees	$	2,741,230	$	2,218,950


	Shares Beneficially Owned
	Common Stock
Name of Beneficial Owner - 5% or Greater Stockholders:	Number of Shares	Ownership %
T. Rowe Price(1)	7,161,197	10.5
Capital World Investors(2)	6,533,592	9.6
The Vanguard Group(3)	5,849,023	8.6
BlackRock, Inc.(4)	5,739,738	8.4
FMR, LLC(5)	5,146,924	7.6

SEC Form DEF 14A filed by MongoDB Inc.