MongoDB, Inc.
1633 Broadway, 38th Floor
New York, New York 10019
Proxy Statement
For the 20202021 Annual Meeting of Stockholders
To Be Held on July 10, 2020June 29, 2021 at 10:00 a.m. Eastern Time
Our board of directors is soliciting your proxy to vote at the 20202021 annual meeting of stockholders of MongoDB, Inc., a Delaware corporation, to be held virtually, via live webcast at www.virtualshareholdermeeting.com/MDB2020MDB2021, originating from New York, New York, on Friday, July 10, 2020Tuesday, June 29, 2021 at 10:00 a.m. Eastern Time, and any adjournment or postponement thereof. We believe that hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Additionally, in light of public health and travel concerns arising from the 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.
For the meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 20202021 (the “Annual Report”), to our stockholders primarily via the internet. On or about May 21, 2020,17, 2021, we intend to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the meeting and instructions on how to access our proxy materials on the internet, how to vote at the meeting and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and cost of our annual meeting.
Only stockholders of record at the close of business on May 15, 2020April 30, 2021 will be entitled to vote at the meeting. On this record date, there were 50,560,75662,096,273 shares of Class A common stock and 7,526,304 shares of Class B common stock outstanding and entitled to vote (together, the(the “common stock”). Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to ten votes per share of Class B common stock. The holders of shares of common stock will vote together as a single class on all matters submitted to a vote at the meeting.stock. A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours by any stockholder for any purpose germane to the meeting for ten days before the meeting at our address above. To the extent office access is impracticable due to the recentongoing COVID-19 pandemic, please email us at ir@mongodb.com to make alternative arrangements. The stockholder list will also be available online during the meeting. For instructions on how to attend the virtual annual meeting, please see page 2 of this proxy statement.
In this proxy statement, we refer to MongoDB, Inc. as “MongoDB,” “we” or “us” and the board of directors of MongoDB as “our board of directors.” The Annual Report, which contains consolidated financial statements as of and for the fiscal year ended January 31, 2020,2021, accompanies this proxy statement. You also may obtain a copy of the Annual Report without charge by writing to our Secretary at 1633 Broadway, 38th Floor, New York, New York 10019, Attention: Secretary.
About these Proxy Materials and Voting
Why did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you the Notice because our board of directors is soliciting your proxy to vote at the 20202021 annual meeting of stockholders, including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. We intend to mail the Notice on or about May 21, 202017, 2021 to all stockholders of record entitled to vote at the annual meeting.
How do I attend, participate in and ask questions during the virtual annual meeting online?
We will be hosting the meeting via live webcast only. Any stockholder can attend the virtual annual meeting live online at www.virtualshareholdermeeting.com/MDB2020MDB2021. The meeting will start at 10:00 a.m. Eastern Time on July 10, 2020.June 29, 2021. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
In order to participate in the meeting, you will need the control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of common stock, or included with your voting instruction card and voting instructions received from your broker, bank or other agentsimilar organization if you hold your shares of common stock in “street name.” Instructions on how to attend and participate online are available at www.virtualshareholdermeeting.com/MDB2020MDB2021. We recommend that you log in a few minutes before 10:00 a.m. Eastern time on July 10, 2020June 29, 2021 to ensure you are logged in when the meeting starts. The webcast will open 15 minutes before the start of the meeting.
Only stockholders of record as of the record date for the annual meeting and their proxy holders may submit questions or comments. You will be able to submit your question or comment during the meeting by logging in to www.virtualshareholdermeeting.com/MDB2020MDB2021 using your control number and typing your question in the designated box in the annual meeting portal.
To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the meeting when you log in prior to its start. These rules of conduct will include the following guidelines:
•Only stockholders of record as of the record date for the meeting and their proxy holders may submit questions or comments.
•Questions and comments may be submitted electronically through the annual meeting portal during the meeting.
•Questions must be directed to Dev Ittycheria, MongoDB’s President and Chief Executive Officer.
•Include your name and affiliation, if any, when submitting a question or comment.
•Limit your remarks to one brief question or comment that is relevant to the meeting and/or our business.
•Questions may be grouped by topic by our management.
•Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.
•Be respectful of your fellow stockholders and meeting participants.
No audio or video recording
What if I have technical difficulties or trouble accessing the virtual meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/MDB2020MDB2021 or at www.proxyvote.com. Technical support will be available starting at 9:45 a.m. Eastern Time on July 10, 2020.June 29, 2021.
Who can vote at the meeting?
Only stockholders of record at the close of business on the record date, May 15, 2020,April 30, 2021, will be entitled to vote at the meeting. On this record date, there were 50,560,76562,096,273 shares of Class A common stock and 7,526,304 shares of Class B common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If, on May 15, 2020,April 30, 2021, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on May 15, 2020,April 30, 2021, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker or other agentsimilar organization regarding how to vote the shares in your account. You are also invited to attend the virtual annual meeting. Since you are not the stockholder of record, you may vote your shares online during the meeting only by following the instructions from your broker, bank or other agent.similar organization.
What am I voting on?
There are three matters scheduled for a vote:
•Proposal 1: Election of three Class IIII directors, each to serve until our annual meeting of stockholders in 2023;2024;
•Proposal 2: Approval, on a non-binding advisory basis, of the compensation of our named executive officers; and
•Proposal 3: Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021.2022.
What if another matter is properly brought before the meeting?
Our board of directors knows of no other matters that will be presented for consideration at the meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
How do I vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote (a) online during the meeting, or (b) in advance of the meeting by proxy through the internet, over the telephone, or by using a proxy card that you may request. Whether or not you plan to attend the meeting, we urge you to vote in advance of the meeting by proxy to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend online and vote during the meeting. In such case, your previously submitted proxy will be disregarded.
•To vote online during the meeting, follow the provided instructions to join the meeting at www.virtualshareholdermeeting.com/MDB2020,MDB2021, starting at 10:00 a.m. Eastern Time on July 10, 2020.June 29, 2021. The webcast will open 15 minutes before the start of the meeting.
•To vote onlineby the internet before the meeting, go to www.proxyvote.com. You will be asked to provide the company number and control number from the Notice or the printed proxy card. Your internet vote must be received by 11:59 p.m., Eastern Time on June 28, 2021 to be counted.
•To vote by telephone before the meeting, call 1-800-690-6903. You will be asked to provide the company number and control number from the Notice or the printed proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time on June 28, 2021 to be counted.
•To vote by mail before the meeting, simply complete, sign and date the proxy card that you may request and return it promptly in the envelope provided.
If we receive your vote by internet or phone oryou return your signed proxy card up until 11:59 p.m. Eastern Time on July 9, 2020,to us before the day before theannual meeting, we will vote your shares as you direct. To vote, you will need the control number in the Notice, on your proxy card or in the instructions that accompanied the proxy materials.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent,similar organization, you should receive a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online during the meeting, you must follow the instructions from your broker, bank or other agent.similar organization.
Internet voting is provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your voting instructions. Please be aware that you must bear any costs associated with your internet access.
Can I change my vote after submitting my proxy?
Yes. If you are a record holder of shares, you may revoke, subject to the voting deadlines above, your proxy using one of the following ways:
•You may submit another properly completed proxy card with a later date.
•You may grant a subsequent proxy by telephone or through the internet.
•You may send a timely written notice that you are revoking your proxy to our Secretary at 1633 Broadway, 38th Floor, New York, New York 10019, Attention: Secretary.
•You may attend and vote online during the meeting. Simply attending the meeting will not, by itself, revoke your proxy.
If your shares are held by your broker, bank or other agent,similar organization, you should follow the instructions provided by such party.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote online during the meeting, or in advance of the meeting through the internet, by telephone or by completing your proxy card, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank or other agentsimilar organization how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether, pursuant to stock exchange rules, the particular proposal is deemed to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. “Non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal 1 or 2 without your instructions. Your broker or nominee may only vote your shares on Proposal 3 (Ratification of Auditors) in the absence of your instruction.
Please instruct your bank, broker or other agentsimilar organization to ensure that your vote will be counted.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed under stock exchange rules to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote but do not make specific choices, your shares will be voted in accordance with the recommendations of our board of directors as follows:
•FOR the election of each of the nominees for Class IIII director;
•FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement; and
•FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021.2022.
If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.
How many votes do I have?
Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to ten votes per share of Class B common stock. The holdersCumulative voting is not permitted with respect to the election of shares of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote at the meeting.directors.
How many votes are needed to approve each proposal?
•Proposal 1 - Election of Directors: Each director is elected by a plurality of the votes cast. The three nominees for Class IIII directors that receive the highest number of FOR votes will be elected.
•Proposal 2 - Advisory Vote on the Compensation of our Named Executive Officers: This proposal, commonly referred to as the “say-on-pay” vote, must receive FOR votes from the holders of a majority in voting power of the shares present at the meeting (by virtual attendance) or represented by proxy and entitled to vote on the proposal. Since this proposal is an advisory vote, the result will not be binding on our board of directors. However, our board of directors values our stockholders’ opinions, and our board of directors and the compensation committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.
•Proposal 3 - Ratification of Auditors: The ratification of the selection of our independent registered public accounting firm must receive FOR votes from the holders of a majority in voting power of the shares present at the meeting (by virtual attendance) or represented by proxy and entitled to vote on the proposal.
How are broker non-votes and abstentions treated?
If your shares of voting common stock are held by a broker on your behalf, and you do not instruct the broker as to how to vote these shares on Proposal 3, the broker may exercise its discretion to vote FOR or AGAINST that proposal in the absence of your instruction. With respect to Proposals 1 and 2, the broker may not exercise discretion to vote on that proposal.those proposals. Such event would constitute a “broker non-vote,” and these shares will not be counted as having been voted on the applicable proposal. However, broker non-votes will be considered present and entitled to vote at the meeting and will be counted in determining whether or not a quorum is present. Please instruct your broker so your vote can be counted.
If stockholders abstain from voting, the applicable shares of voting common stock will be considered present and entitled to vote at the meeting and will be counted in determining whether or not a quorum is present. With respect to Proposal 1, abstentions will have no effect in determining whether a nominee for director has received sufficient votes. With respect to Proposals 2 and 3, abstentions are considered in determining the number of votes required to obtain the necessary majority vote for the proposal and will have the same effect as voting AGAINST the proposal.
Who counts the votes?
We have engaged Broadridge Financial Solutions (“Broadridge”) as our independent agent to tabulate stockholder votes. If you are a stockholder of record, and you choose to vote over the internet (either prior to or during the meeting) or by telephone, Broadridge will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.
Who is paying for this proxy solicitation?
We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokers, banks and other agentsorganizations for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions on the Notices to ensure that all your shares are voted.
When are stockholder proposals and director nominations due for next year’s annual meeting?
To be considered for inclusion in next year’s proxy materials, your proposal or nomination must be submitted in writing by January 21, 2021,17, 2022, to our Secretary at 1633 Broadway, 38th Floor, New York, New York 10019, Attention: Secretary; provided that, if the date of next year’s meeting is earlier than June 10, 2021May 30, 2022 or later than August 9, 2021,July 29, 2022, the deadline will be a reasonable time before we begin to print and send our proxy materials for next year’s meeting. If you wish to nominate a director or submit a proposal that you do not desire to be included in next year’s proxy materials, you must do so between March 12, 20211, 2022 and April 11, 2021;March 31, 2022; provided that if the date of that annual meeting of stockholders is earlier than June 10, 2021May 30, 2022 or later than August 9, 2021,July 29, 2022, you must give the required notice not earlier than the 120th day prior to the meeting date and not later than the 90th day prior to the meeting date or, if later, the 10th day following the day on which public disclosure of that meeting date is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the aggregate voting power of the outstanding shares of common stock entitled to vote at the meeting are present at the meeting (by virtual attendance) or represented by proxy.
Instructions to “withhold” authority to vote in the election of directors, abstentions and broker non-votes will be counted as present for determining whether the quorum requirement has been met. If there is no quorum, the holders of a majority of the aggregate voting power of shares present at the meeting (by virtual attendance) or represented by proxy may adjourn the meeting to another date.
How can I find out the results of the voting at the annual meeting?
We expect that preliminary voting results will be announced during the meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the meeting.
What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices and proxy materials with respect to two or more stockholders sharing the same address by delivering a single Notice or set of proxy materials addressed to those stockholders. In accordance with a prior notice sent to certain brokers, banks, dealers or other agents, we are sending only one Notice or full set of proxy materials to those addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” allows us to satisfy the requirements for delivering Notices or proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of these documents. Householding helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment. If you currently receive multiple copies of the Notice or proxy materials at your address and would like to request “householding” of your communications, please contact your broker. Once you have elected “householding” of your communications, “householding” will continue until you are notified otherwise or until you revoke your consent.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our board of directors. Our board of directors is responsible for advancing the interests of the stockholders by providing advice and oversight of the strategic and operational direction of MongoDB, overseeing the governance of MongoDB and reviewing our business initiatives and budget matters. To do this effectively, we have established clear and specific Corporate Governance Guidelines for our board of directors that, along with committee charters and our Code of Business Conduct and Ethics, providesprovide the framework for the governance of MongoDB.
Director Independence
Our Class A common stock is listed on the Nasdaq Global Market (the “Nasdaq”). Under the listing requirements and rules of the Nasdaq, independent directors must comprise a majority of our board of directors.
Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that Mses. Agrawal and Cochran, and Messrs. Botha, D’Souza, Hazard, Killalea and PorterMcMahon do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq.
Our board has also determined that Messrs.Mr. Ittycheria and Horowitz areis not independent due to their positionshis position as an executive officersofficer of MongoDB and Mr. McMahonMerriman is not independent due to his prior employment relationship with our company. Although Mr. McMahon was not considered independent for a three-year period due to the consulting services he haspreviously provided to our sales organization and the related equity compensation he previously received for these services. Ourservices, our board of directors has also determined that upon his electionhe is now independent since he has not provided any consulting services to us, nor received any compensation from us in connection with such services, in the board of directors, Mr. Merriman will not be independent because of his prior employment relationship with the company.last three years.
Accordingly, a majority of our directors are independent, as required under applicable Nasdaq rules. In making this determination, our board of directors considered the applicable Nasdaq rules and the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including their beneficial ownership of our capitalcommon stock.
Board Leadership
According to our Corporate Governance Guidelines, it is expected that the roles of Chairperson and Chief Executive Officer are separate and will not be occupied by the same person. Mr. Killalea currently serves as Chairperson of our board of directors. The Chairperson of our board of directors has the following responsibilities:
•work with the President and Chief Executive Officer to develop and approve an appropriate meeting schedule for our board of directors;
•work with the President and Chief Executive Officer to develop and approve meeting agendas for our board of directors;
•provide the President and Chief Executive Officer feedback on the quality, quantity and timeliness of the information provided to our board of directors;
•develop the agenda and moderate executive sessions of the independent members of our board of directors;
•preside over meetings of our board of directors when the President and Chief Executive Officer is not present or when our board of directors’ or President and Chief Executive Officer’s performance is discussed;
•act as principal liaison between the independent members of our board of directors and the President and Chief Executive Officer;
•convene meetings of the independent directors as appropriate;
•be available for consultation and direct communication with stockholders as deemed appropriate; and
•perform other duties as our board of directors may determine from time to time.
Our board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board of directors and management to benefit from the extensive executive leadership and operational experience of Messrs. Ittycheria and Horowitz.Mr. Ittycheria. Non-employee directors and management sometimes have different perspectives and roles in strategy development. Our non-employee directors bring experience, oversight and expertise from outside of our company, while Messrs.Mr. Ittycheria and Horowitz bringbrings company-specific experience and expertise.
To further promote strong board leadership and corporate governance, we conduct annual self-evaluations of our board of directors and committees, which are overseen by our Chairperson and our nominating and corporate governance committee. Our nominating and corporate governance committee also oversees a self-assessment of each individual director whose term of office ends in any given year prior to nominating such director for re-election.
Risk Oversight
Board of Directors Risk Oversight
Our board of directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance, and to enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for a given company. The involvement of our full board of directors in reviewing our business is an integral aspect of its assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk.
Our audit committee has the responsibility to consider and discuss our major financial and security risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements. Our audit committee further oversees initiatives related to cybersecurity, including prevention of attacks and monitoring of our systems. The board of directors and audit committee appreciate the rapidly evolving nature of threats presented by cybersecurity incidents and are committed to the prevention, timely detection and mitigation of the effects of such incidents on MongoDB. In addition, among other matters, management provides our audit committee periodic reports on our compliance programs and investment policy and practices.
Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Our nominating and corporate governance committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The nominating and corporate governance committee also assists the board of directors in monitoring our governance and succession risks.
In connection with its reviews of the operations of our business, our full board of directors addresses the primary risks associated with our business including, for example, strategic planning, liquidity risk and operational risk. In addition, our board of directors provides oversight of and monitors management’s response to emerging risks and their potential impact on our business. For example, our board has receivedreceives regular updates from the management team on the rapidly evolvingongoing COVID-19 pandemic and is involved in strategic decisions related to theits potential impact of the COVID-19 pandemic on our business and risk mitigation strategies.
Committee Risk Oversight
Our audit committee has the responsibility to consider and discuss our major financial and security risk exposures and the steps our management has taken to monitor and mitigate these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements. Our audit committee further oversees initiatives related to cybersecurity, including prevention of attacks and monitoring of our systems. In addition, among other matters, management provides our audit committee periodic reports on our compliance programs and investment policy and practices.
Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The compensation committee also oversees risks relating to the recruiting and retention of our executive officers and our broader compensation philosophy.
Our nominating and corporate governance committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The nominating and corporate governance committee also assists the board of directors in monitoring our governance and board of directors succession risks.
At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board and its committees with respect to the most significant risks that could affect our business, such as competition risks, legal risks, information security and privacy risks, and financial, tax and audit related risks.
Cybersecurity Risk Oversight
The board of directors and audit committee appreciate the rapidly evolving nature of threats presented by cybersecurity incidents and are committed to the prevention, timely detection and mitigation of the effects of such incidents on MongoDB. As part of its cybersecurity risk oversight role, the audit committee receives regular updates on cybersecurity threats to our business and mitigation processes. In addition, on a quarterly basis, certain members of our board of directors meet with our Chief Information and Security Officer and other senior technology executives to perform more in-depth reviews of relevant cybersecurity matters and report back to the audit committee regarding the matters reviewed.
Board Meeting Attendance
Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met six13 times during our last fiscal year, and each of which each directorour current directors attended at least 75% of the aggregate number of meetings of the board of directors and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member. We encourage our directors and nominees for director to attend our annual meeting of stockholders. FiveSeven of our directors attended our 20192020 annual meeting of stockholders.
Board Committees
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. Copies of the charters of each committee are available in the “Corporate Governance” section of our investor relations website at investors.mongodb.com.
Committee Membership as of May 21, 202017, 2021
|
| | | |
Name | Audit | Compensation | Nominating and Corporate Governance |
Archana Agrawal(1) | | ü | |
Roelof Botha | ü | | |
Hope Cochran(2) | | ü | |
Francisco D’Souza(3) | | ü | ü |
Charles M. Hazard, Jr.(4) | ü | | |
Eliot Horowitz | | | |
Dev Ittycheria | | | |
Tom Killalea | | | ü |
John McMahon | | | |
Mark Porter | | | |
Number of FY2020 Meetings | 7 | 6 | 4 |
| | | | | | | | | | | | | | |
Name | Audit | Compensation | Nominating and Corporate Governance |
Archana Agrawal | | ü | | |
Roelof Botha | ü | | | |
Hope Cochran | | | (1) | |
Francisco D’Souza | | | (2) | ü |
Charles M. Hazard, Jr. | ü | | | |
Dev Ittycheria | | | | |
Tom Killalea | | ü | | ü |
John McMahon | | ü | (1) | |
Dwight Merriman | | | | |
Number of FY2021 Meetings | 8 | 6 | | | 6 |
| |
(1)(1)Mr. McMahon was appointed to the compensation committee effective March 10, 2021, and Ms. Cochran stepped down from the compensation committee effective as of such date. | Ms. Agrawal was appointed to our compensation committee as of August 29, 2019. |
| |
(2)
| Ms. Cochran was appointed to our compensation committee as of March 7, 2019. |
| |
(3)
| Mr. D’Souza was appointed to our compensation committee and our nominating and corporate governance committee as of November 20, 2019, and will become the compensation committee chairperson immediately after the 2020 annual meeting of stockholders. |
| |
(4)
| Mr. Hazard was appointed to our nominating and corporate governance committee as of May 23, 2019 and as chairperson of the committee as of July 10, 2019. |
(2)Mr. D’Souza was appointed as the chairperson of the compensation committee effective July 10, 2020.
Audit Committee
Our audit committee consists of Ms. Cochran and Messrs. Botha and Hazard. The chair of our audit committee is Ms. Cochran. Our board of directors has determined that Ms. Cochran and Messrs. Botha and Hazard are independent under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. Our board of directors has determined that each of Ms. Cochran and Messrs. Botha and Hazard is an “audit committee financial expert” within the meaning of SEC regulations. Our board of directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector. The audit committee meets at least quarterly and with greater frequency as necessary. The audit committee may also acts periodicallyact by unanimous written consent in lieu of a formal meeting.meeting from time to time. The agenda for each meeting is usually developed by the chairperson of the audit committee, in consultation with management.
The primary purpose of the audit committee is to discharge the responsibilities of our board of directors with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:
•helping our board of directors oversee our corporate accounting and financial reporting processes, systems of internal control and financial statement audits;
•managing the selection, engagement terms, fees, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
•overseeing the organization and performance of our internal audit function;
•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
•reviewing our policies on risk assessment and risk management;
•reviewing related party transactions;
•obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
•approving (or, as permitted, 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.
Compensation Committee
Our compensation committee consists of Mses.Ms. Agrawal and Cochran and Messrs. D’Souza, Killalea and Killalea.McMahon. The current chair of our compensation committee is Mr. Killalea. Mr. D’Souza will become the new compensation committee chair immediately after the 2020 annual meeting of stockholders.D’Souza. Our board of directors has determined that Mses.Ms. Agrawal and Cochran and Messrs. D’Souza, Killalea and KillaleaMcMahon are independent under Nasdaq listing standards, are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act and are “outside directors” as that term is defined in Section 162(m).
The primary purpose of the compensation committee is to discharge the responsibilities of our board of directors to oversee our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of the compensation committee include:
evaluating our Chief Executive Officer’s performance in achieving•reviewing and approving corporate performance goals and objectives for our Chief Executive Officer and other executive officers, taking into account the policies of the compensation committee;
•reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives, to determine if such compensation policies and practices are reasonably likely to have a material adverse effect on us;
•reviewing and discussing with management our compensation disclosures in the section titled “Compensation Discussion and Analysis” of this proxy statement;
•reviewing and approving or recommending that our board of directors approve, the compensatory arrangements of our executive officers and other senior management;
•reviewing and recommending to our board of directors the compensation of our directors;
•adopting, amending, terminating and administering incentive compensation and stock and equity incentive plans and other benefit programs; and
•reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.
Under its charter, the compensation committee may form, and delegate authority to, subcommittees as appropriate.
Compensation Committee Processes and Procedures
The compensation committee meets at least quarterly and with greater frequency as necessary. The compensation committee may also acts periodicallyact by unanimous written consent in lieu of a formal meeting.meeting from time to time. The agenda for each meeting is usually developed by the chairperson of the compensation committee, in consultation with management. The compensation committee may also meet in executive session on an ad hoc basis. However, fromFrom time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in compensation committee meetings. Our President and Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the compensation committee regarding his compensation.
The charter of the compensation committee grants the compensation committee full access to all books, records, facilities and personnel of MongoDB. In addition, under the charter, the compensation committee has the authority to obtain, at the expense of MongoDB, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties. The compensation committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the compensation committee. In particular, the compensation committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the compensation committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration certain factors prescribed by the SEC and the Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.
Historically, the compensation committee has determined most bonus awards and established performance metrics at one or more meetings held during the first quarter of the year and has made adjustments to annual equity and non-equity compensation periodically, as events warrant. The compensation committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of MongoDB’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, periodically throughout the year.
Compensation Committee Interlocks and Insider Participation
None of Mses.Ms. Agrawal and Cochran or Messrs. D’Souza, Killalea or Killalea,McMahon, the members of the compensation committee, is currently one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Messrs. D’Souza, Hazard and Killalea. The chair of our nominating and corporate governance committee is Mr. Hazard. Each member of the nominating and corporate governance committee is independent, is a non-employee director and is free from any relationship that would interfere with the exercise of his independent judgment, as determined by the board of directors in accordance with the applicable Nasdaq listing standards. The nominating and corporate governance committee meets at least quarterly and with greater frequency as necessary. The nominating and corporate governance committee may also acts periodicallyact by unanimous written consent in lieu of a formal meeting.meeting from time to time.. The agenda for each meeting is usually developed by the chairperson of the nominating and corporate governance committee, in consultation with management.
Specific responsibilities of our nominating and corporate governance committee include:
•identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;
•reviewing the performance of our board of directors, including committees of the board of directors;
•considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;
•instituting plans or programs for the continuing education of directors and orientation of new directors; and
•developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.
Our nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics and the ability to read and understand basic financial statements. Our nominating and corporate governance committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of MongoDB’s stockholders. These minimum qualifications may be modified from time to time.
The committee typically considers potential conflicts of interest, director independence, diversity, age, skills and such other factors as it deems appropriate, given the current needs of our board of directors and the company, to maintain a balance of knowledge, experience and capability. In fiscal year 2020, we affirmed our commitment to gender equality through the ParityPledge by interviewing and considering at least one qualified female candidate for every additional directorship resulting from an increase in the number of directors and every open role at the vice president level and above, including all C-suite positions.
In considering potential director nominations, the committee takes into account the current composition of our board of directors, the operating requirements of the company and the long-term interests of stockholders. In the case of incumbent directors whose terms of office are set to expire, our nominating and corporate governance committee will review directors’ prior service to MongoDB, including the number of meetings attended, level of participation, quality of performance and any relationships and transactions that might impair the directors’ independence. In the case of new director candidates, our nominating and corporate governance committee also evaluates whether the nominee is independent for Nasdaq purposes, based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our nominating and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. Our nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.
Thenominating and corporate governance committee may use any methods it deems appropriate for identifying candidates for board membership, including recommendations from current board members, outside search firms and stockholders. Where outside search firms are utilized, they assist the committee in both identifying and evaluating potential nominees. Based on external searches performed by outside firms under the direction
Table of ourContents nominating and corporate governance committee, in fiscal year 2020, Ms. Agrawal and Mr. D’Souza were identified as director candidates and were appointed to the board of directors effective August 29, 2019 and November 20, 2019, respectively. Our nominating and corporate governance committee will consider stockholder recommendations of director candidates, so long as they comply with applicable law and our amended and restated bylaws, which procedures are summarized below, and will review the qualifications of any such candidate in accordance with the criteria described in the preceding paragraphs. Stockholders who wish to recommend individuals for consideration by our nominating and corporate governance committee to become nominees for election to our board of directors should do so by delivering a written recommendation to our Secretary at 1633 Broadway, 38th Floor, New York, New York 10019 at least 120 days prior to the anniversary date of the mailing of our proxy statement for the last annual meeting of stockholders.
Each submission must include, among other things, the name, age, business address and residence address of the proposed candidate, the principal occupation or employment of the proposed candidate, details of the proposed candidate’s ownership of MongoDB’s capitalcommon stock, a description of the proposed candidate’s business experience for at least the last five years, and a description of the proposed candidate’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected.
If, rather than submitting a candidate to the nominating and corporate governance committee for consideration, you wish to formally nominate a director at next year’s meeting pursuant to proxy materials that you will prepare and file with the SEC, please see the deadline described in “When are stockholder proposals and director nominations due for next year’s annual meeting?” above. You should refer to our amended and restated bylaws for a complete description of the required procedures for nominating a candidate to our board of directors.
Transactions With Related Persons
The following is a summary of transactions, since the beginning of our last fiscal year, to which we have been a participant, in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or holders of more than five percent (5%) of our capitalcommon stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
Investor Rights Agreement. We are a party to an investor rights agreement with certain holders of our common stock, including Eliot HorowitzDwight Merriman (a current member of our board of directors), Dwight MerrimanEliot Horowitz (a current nominee toformer executive officer and former member of our board of directors), Kevin P. Ryan, Future Fund Investment Company No. 4 Pty Ltd., Union Square Ventures 2008, L.P. and entities affiliated with Sequoia Capital, Flybridge Capital and New Enterprise Associates,that provided or provides such holders with certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing subject to certain limitations. Roelof Botha, and Charles M. Hazard, Jr., membersa member of our board of directors, areis affiliated with Sequoia Capital. As set forth in Mr. Botha's Form 4 filing dated June 12, 2020, effective June 10, 2020, Sequoia Capital no longer holds any shares of common stock of the Company and Flybridge Capital, respectively.
such date. Moreover, as a result of Mr. Horowitz’ cessation of service to us an executive officer and director, his registration rights also terminated during the last fiscal year.
Employment Arrangements and Equity Grants. We have entered into offer letters or employment agreements with our executive officers. For more information regarding these arrangements, see the section titled “Employment, Severance and Change in Control Agreements.”
We have granted equity awards to our executive officers and members of our board of directors. For a description of these equity awards, see the sections titled “Executive Compensation” and “Board of Directors and Corporate Governance - Director Compensation.”
Indemnification Agreements. Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and bylaws also provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board of directors. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.
Related Person Transaction Policy
We have adopted a policy that our executive officers, directors, holders of more than five percent (5%) of any class of our voting securities,common stock, any member of the immediate family and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-person transaction with us without the consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction, arrangement, relationship or series of similar transactions, arrangements or relationships, in which the aggregate amount involved exceeds or is expected to exceed $120,000 and any related person had, has or will have a direct or indirect material interest must be presented to our audit committee for review, consideration and approval or ratification. In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to our audit committee, including, but not limited to, (a) the risks, costs and benefits to MongoDB, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.
Code of Business Conduct and Ethics and Corporate Governance Guidelines
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. We plan to disclose any future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website. Our board of directors has also adopted Corporate Governance Guidelines that establish the corporate governance policies pursuant to which our board of directors conducts its oversight of the business of MongoDB in accordance with its fiduciary responsibilities. Our Code of Business Conduct and Ethics, applicable amendments thereto and waivers thereof, and our Corporate Governance Guidelines are available in the “Corporate Governance” section of our investor relations website at investors.mongodb.com.
Communications with our Board of Directors
Stockholders or interested parties who wish to communicate with our board of directors or with an individual director may do so by mail to our board of directors or the individual director, care of our Secretary at 1633 Broadway, 38th Floor, New York, New York 10019, Attention: Secretary. The communication should indicate that it contains a stockholder or interested party communication. All such communications, if appropriate, will be forwarded to the director or directors to whom the communications are addressed. For example, we will generally not forward a communication that is primarily commercial in nature, is improper or irrelevant, or is a request for general information about MongoDB.
Employees and Human Capital Resources
We believe that our employees and the culture we have established are critically important to our success. In order to continue to compete and succeed in our highly competitive and rapidly evolving market, it is crucial that we continue to attract, retain and motivate qualified employees. To support these objectives, we strive to maintain our company culture, offer competitive compensation and benefits, support the health and well-being of our employees, foster an inclusive, diverse and engaged workforce, and develop talent.
As of January 31, 2021, we had a total of 2,539 employees, including 1,102 employees located outside the United States. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages and we consider our relations with our employees to be good.
Our Culture
We believe our culture is critical to our success and has delivered tangible financial and operational benefits for our customers, our employees and our stockholders. Our values guide our business, our product development, our practices and our brand. They are what we look for in every employee. As our company continues to evolve and grow, these six values remain constant:
•Think Big, Go Far. We are big dreamers with a passion for creativity. We eagerly pursue new opportunities and markets through innovation and disruption. We have a pioneering spirit—always ready to forge new paths and take smart risks.
•Make It Matter. We are relentless in our pursuit of meaningful impact. We think strategically and are clear on what we are and are not trying to do. We accomplish an amazing amount of important work and we are obsessed with follow through.
•Embrace the Power of Differences. We commit to creating a culture of inclusion by seeking and valuing employees from different backgrounds and circumstances. This is cultivated by learning from and respecting each other’s differences. We firmly believe that everyone deserves to feel valued and safe in the workplace and we acknowledge that underrepresented groups may not always feel this way. We recognize that a diverse workforce is the best way to broaden our perspectives, foster innovation and enable a sustainable competitive advantage.
•Build Together. We achieve amazing things by connecting and leveraging the diversity of skills, experiences and backgrounds of our entire organization. We discuss things thoroughly, but prioritize commitment over consensus. We are good listeners and always communicate with clarity and respect. We create and support a positive, inclusive and accepting environment.
•Be Intellectually Honest. We embrace reality. We apply high-quality thinking and rigor. We have courage in our convictions but work hard to ensure biases or personal beliefs do not get in the way of finding the best solutions.
•Own What You Do. We take ownership and are accountable for everything that we do. We empower and we are empowered to make things happen and balance independence with interdependence. We demand excellence from ourselves. We each play our own part in making MongoDB a great place to work.
Compensation and Benefits
We provide competitive compensation and benefits for our employees globally. Our compensation package may include base salary, commission or semi-annual bonuses, and long-term equity awards.
Broad-based equity compensation is an important tool for us to attract and retain talent. We generally grant full-time employees equity at the time of hire and annually thereafter, and we provide employees the opportunity to participate in an employee stock purchase plan in order to foster a strong sense of ownership and align our employees’ interests with our long-term success. Our three-year average annual burn rate from fiscal 2019 through fiscal 2021 has been 3.8%, as compared to the median three-year average burn rate of 3.9% among our peer group, based on the November 2020 analysis of our compensation consultant Frederic W. Cook & Co., Inc. (“FW Cook”). We determine our "burn rate" by dividing equity awards granted during the fiscal year by the number of shares outstanding.
In addition to cash and equity compensation, we also offer employees a wide array of benefits designed to be aligned with local reward practices and competitive with those offered by companies that we compete with for talent. In the United States, these include health (medical, dental and vision) insurance, paid time off, retirement benefits and additional resources to support employees' overall well-being. We also have a global parental leave program pursuant to which we provide 20 weeks of paid parental leave for all new parents. While the philosophy around our benefits is the same worldwide, specific benefits may vary in other countries due to local regulations and preferences.
Health, Safety and Well-Being
We believe the health, safety and well-being of our employees is vital to our success. We have prioritized employee safety during the ongoing COVID-19 pandemic and continue to do so, ensuring all employees are set up well to work remotely and providing clarity on office closures and evolving guidelines. In addition, in response to the ongoing COVID-19 pandemic, we introduced caregiving leaves and promoted new and existing resources related to mental health. We also implemented a number of additional measures to support our employees, such as additional company-wide days off and wellness checks throughout the pandemic. As we look to reopen offices in many parts of the world, we are adopting a flexible and hybrid approach to working, to meet employee needs and the needs of the business.
Diversity & Inclusion
We are committed to building a diverse workforce and a culture that reflects our value of embracing the power of differences to drive better business outcomes.
We have expanded our efforts to recruit a more diverse workforce, including through referrals and key external partnerships. We are investing in the development of diverse high potential talent within MongoDB, and we are providing platforms for employees to have intellectually honest discussions about causes that matter to them. Our employees have organically created affinity groups to offer support, mentoring and networking opportunities, and they help to foster a welcoming and diverse workplace. As part of our commitment to gender diversity, we have also pledged our commitment to the Corporate ParityPledge, which includes a commitment to interview and consider at least one qualified female candidate for every additional directorship resulting from an increase in the number of directors and every open role at the vice president level and above, including all C-suite positions.
We are also committed to pay equity, regardless of gender, ethnicity or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as an employee’s role and experience, the location of their job and their performance. In addition, to reduce the risk of bias and help ensure consistent pay practices, we use a third-party tool to conduct annual pay parity checks.
Engagement
We conduct anonymous engagement surveys regularly to help us understand the employee experience, identify areas of strength and development opportunities among teams, and measure the effectiveness of our people and culture initiatives, including relating to the ongoing COVID-19 pandemic. These surveys are managed by a third-party vendor to encourage candor. The results are reviewed by senior management, who analyzes areas of progress or deterioration, and works with their teams to determine actionable steps based on survey results.
Talent & Leadership Development
Attracting, retaining and developing top talent remains high priority for us as we continue to grow and scale. We continue to enhance our approach to performance and talent management through semi-annual reflection cycles, talent reviews and succession planning. We are increasing our focus on leadership development by establishing standards of leadership and investing in building manager capability to lead through change and stress and to build culture within teams. Our capability building and learning programs are offered both live and online, run centrally or through the business units and span both technical skills and soft skills.
PROPOSAL 1 – ELECTION OF DIRECTORS
Our board of directors is divided into three classes.At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of the election until the third annual meeting following the election. Any directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of MongoDB.
Our board of directors currently consists of tennine members divided into the three classes as follows:
•Class IIII directors: Archana Agrawal, Hope CochranRoelof Botha, Dev Ittycheria and Eliot HorowitzJohn McMahon, whose terms will expire at the upcoming annual meeting of stockholders;
Class I directors: Roelof Botha, Dev Ittycheria, John McMahon and Mark Porter, whose terms will expire at the annual meeting of stockholders to be held in 2021; and
•Class II directors: Francisco D’Souza, Charles M. Hazard, Jr. and Tom Killalea, whose terms will expire at the annual meeting of stockholders to be held in 2022.2022; and
Mses.•Class III directors: Archana Agrawal, andHope Cochran and Mr. Horowitz are current directorsDwight Merriman, whose terms expire at the upcoming annual meeting of stockholder. Mses. Agrawal and Cochran are each nominated for re-election as a Class III director, with a term ending in 2023. Mr. Horowitz’ term as a Class III director will expire at the annual meeting and he will not stand for re-election. Dwight Merriman, who is our co-founder and a current advisorof stockholders to the company, was nominated by thebe held in 2023.
Our board of directors for election at the upcoming annual meetinghas nominated Messrs. Botha, Ittycheria and McMahon, each of stockholders to fill the resulting vacancy.
Ms. Cochran was elected to our board of directors by our stockholders prior to our initial public offering. Ms. Agrawal was identified aswhom is currently a director candidate based on an external search performed by an outside firm,of MongoDB, for re-election to serve as Class I directors.
Each of Messrs. Botha, Ittycheria and appointed to our board of directors effective August 29, 2019, pursuant to the recommendation of our nominating and corporate governance committee. Mr. Merriman was identified as a director candidate based on recommendations from current board members and executive officers and nominated for election by our board of directors following the recommendation of our nominating and corporate governance committee.
All of our nominees haveMcMahon has agreed to stand for election.reelection at the meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 20232024 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.
Vote Required
Directors are elected by a plurality of the votes of the holders of shares of common stock present at the meeting (by virtual attendance) or represented by proxy and entitled to vote generally on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, the board of directors may designate a substitute nominee. If the board designates a substitute nominee, shares that would have been voted for that nominee will instead be voted for the election of athe substitute nominee proposeddesignated by us.
the board.
Nominees
Our nominating and corporate governance committee seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of our board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities deemed critical to effective functioning of the board of directors. In addition, the committee and the full board of directors feel that candidates representing varied age, gender, cultural and ethnic backgrounds add to the overall diversity and viewpoints of the board of directors and that the current board of directors embodies the breadth of backgrounds and experience necessary for a balanced and effective board.
|
| |
Our board of directors recommends a vote FOR each Class IIII director nominee named above. |
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
The following table sets forth, for the current nominees and our other directors who will continue in office after the meeting, their ages and position/office held with us as of the date of this proxy statement:
|
| | | | | | | |
Name | Age | Position/Office Held With MongoDB |
Class IIII directors, nominees for election at the 2020 Annual Meeting of Stockholders |
Archana Agrawal(1)
| 42 | Director |
Hope Cochran(1)(2)
| 48 | Director |
Dwight Merriman | 51 | Co-Founder, Advisor and Director Nominee |
Class I directors whose terms expire at the 2021 Annual Meeting of Stockholders |
Roelof Botha(2)(1) | 4647 | Director |
Dev Ittycheria | 5354 | President, Chief Executive Officer and Director |
John McMahon(2) | 64 | Director |
Mark Porter | 5465 | Director |
Class II directors whose terms expire at the 2022 Annual Meeting of Stockholders |
Francisco D'Souza(1)(2)(3) | 5152 | Director |
Charles M. Hazard, Jr.(2)(1)(3) | 5253 | Director |
Tom Killalea(1)(2)(3) | 5253 | Chairman of the Board |
| Class III directors whose terms expire at the 2023 Annual Meeting of Stockholders |
(1)Archana Agrawal(2)
| Member of the compensation committee. |
43 | Director |
(2)Hope Cochran(1)
| Member of the audit committee. |
49 | Director |
(3) Dwight Merriman | Member of the nominating52 | Co-Founder and corporate governance committee.Director |
(1) Member of the audit committee.
(2) Member of the compensation committee.
(3) Member of the nominating and corporate governance committee.
Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.
Nominees for Election at the 2020 Annual Meeting of Stockholders
Archana Agrawal has served as a member of our board of directors since August 2019. Ms. Agrawal is currently the Chief Marketing Officer of Airtable, a cloud collaboration company, and has served in this capacity since March 2020. Previously, she was at Atlassian, a software business, from December 2013 to March 2020, in various roles, including Head of Enterprise and Cloud Marketing. Prior to that, Ms. Agrawal was at Ladders, Inc. from 2007 until 2013, where she led corporate-wide analytics. She began her career at the IBM Almaden Research Center. Archana has a combined sixteen years of experience in the software industry. She holds an M.B.A. from Harvard Business School and received her M.S. in computer science from the University of Illinois at Urbana-Champaign. We believe that Ms. Agrawal is qualified to serve on our board of directors based on her leadership experience and understanding of the software industry.
Hope Cochran has served as a member of our board of directors since December 2016. Ms. Cochran is currently a Managing Director at Madrona Venture Group, where she has served as a venture partner since January 2017. From September 2013 to June 2016, Ms. Cochran served as the Chief Financial Officer of the public gaming company King Digital Entertainment plc, which was acquired by Activision Blizzard, Inc. in February 2016. Prior to King Digital, she served as the Chief Financial Officer of Clearwire Corporation, a telecommunications operator, from February 2011 until its acquisition by Sprint, Inc. in July 2013. Previously, she has held several roles in the software industry, including at PeopleSoft, Inc., Evant Inc. and SkillsVillage Inc., a human resources company that she founded. Ms. Cochran has served on the board of directors of Hasbro, Inc., a public toy and board game company, since June 2016, and is chairperson of Hasbro’s audit committee and a member of its finance committee. She has also served on the board of directors and the audit committee of New Relic, Inc., a public software analytics company, since May 2018. Ms. Cochran received her B.A. in Economics and Music from Stanford University. We believe that Ms. Cochran is qualified to serve on our board of directors based on her financial and operating background in the technology sector and her experience serving on the board of directors of public companies.
Dwight Merriman, one of our co-founders,will serve as a member of our board of directors effective following the conclusion of the upcoming annual meeting of stockholders.He is currently employed as an advisor to MongoDB and will serve in such capacity until his election to the board of directors. Mr. Merriman also serves as an advisor to AlleyCorp,a firm dedicated to founding and funding companies in New York City. In 1995, he co-founded DoubleClick (subsequently acquired by Google for $3.1 billion) and served as its Chief Technology Officer for ten years. Mr. Merriman was the architect of the DoubleClick ad serving infrastructure, DART, which serves tens of billions of ads per day. Earlier he was co-founder, Chairman, and the original architect of Panther Express (merged with CDNetworks), a content distribution network (CDN) technology. He is also a co-founder of, and investor in, Business Insider and Gilt Groupe. Mr. Merriman received his B.S. in Systems Analysis and Computer Science from Miami University. We believe that Mr. Merriman is qualified to serve on our board of directors based on his intimate knowledge of our business and his deep experience in our industry.
Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders
Roelof Bothahas served as a member of our board of directors since December 2013. Since January 2003, Mr. Botha has served in various positions at Sequoia Capital, a venture capital firm, including as a Managing Member of Sequoia Capital Operations, LLC since 2007. From March 2000 to January 2003, Mr. Botha served in various positions at PayPal, Inc., a public online payments company, including as Chief Financial Officer. Mr. Botha has served on the board of directors of Eventbrite, a global platform for live experiences, since 2009, and on the board of directors of Natera, Inc., a public genetic testing company, since 2007. He has also served on the board of directors of Square, Inc., a public provider of payments, financial and marketing services, since 2011, and is a member of its audit and risk committee. Mr. Botha also serves on the board of directors of Unity Software, Inc., a public video game software development company, since 2009, and is a member of its audit committee. He also currently serves on the board of directors of a number of privately-held companies. Mr. Botha previously served on the board of directors of Xoom Corporation, a payment processing company, from May 2005 until its acquisition by PayPal, Inc. in November 2015. Mr. Botha received his B.S. in Actuarial Science, Economics and Statistics from the University of Cape Town and his M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Botha is qualified to serve on our board of directors due to his knowledge of the technology industry and his experience serving on the boards of directors of public companies.
Dev Ittycheria has served as our President and Chief Executive Officer and as a member of our board of directors since September 2014. Prior to joining us, Mr. Ittycheria served as a Managing Director at OpenView Venture Partners, a venture capital firm, from October 2013 to September 2014. From February 2012 to June 2013, Mr. Ittycheria served as Venture Partner at Greylock Partners, a venture capital firm. From April 2008 to February 2010, Mr. Ittycheria served as President-Enterprise Management at BMC Software, Inc., a computer software company, which he joined in connection with its acquisition of BladeLogic, Inc., a computer software company that Mr. Ittycheria co-founded and for which he served as Chief Executive Officer. Mr. Ittycheria currently serves as lead independent director of the board of directors of Datadog, Inc., a public software company.company, and on the board of directors of Altimeter Growth Corporation, a blank-check company formed by an affiliate of technology-focused investment firm Altimeter Capital Management, LP. Mr. Ittycheria previously served on the boards of directors of Bazaarvoice, Inc., a public software company (January 2010 to August 2014); athenahealth, Inc., a public cloud-based services company (June 2010 to February 2019); and AppDynamics, Inc., a private software company (March 2011 until its acquisition by Cisco Systems, Inc. in March 2017). Mr. Ittycheria received his B.S. in Electrical Engineering from Rutgers University. We believe that Mr. Ittycheria is qualified to serve on our board of directors because of his experience building and leading high growth businesses, his service on the boards of multiple public companies and his expertise and insight into corporate matters as our President and Chief Executive Officer.
John McMahon has served as a member of our board of directors since October 2016. Mr. McMahon has also served on the board of Snowflake Computing, Inc., a public software company, since September 2013. From April 2008 to September 2011, Mr. McMahon served as Senior Vice President, Worldwide Sales and Services at BMC Software, Inc. He joined BMC Software, Inc. in connection with its acquisition of BladeLogic, Inc., where he served as Chief Operating Officer. Prior to BladeLogic, Inc., Mr. McMahon served as CEO of High Roads from June 2002 to July 2005. Prior to High Roads, Mr. McMahon was VP of Worldwide Sales at Ariba from April 2000 to January 2002, and as VP-Worldwide Sales from October 1998 to April 2000 at GeoTel Communications, LLC through its acquisition by Cisco Systems, Inc. Prior to GeoTel, Mr. McMahon served as Executive Vice President of Worldwide Sales at Parametric Technology Corporation from 1989 to 1998. Currently, Mr. McMahon serves on the board of directors of several enterprise software private companies, including Snowflake Computing, Inc., Sigma Computing, Lacework and Cybereason Inc. In the past, Mr. McMahon has served on the board of directors of Sprinklr Inc. and Sumo Logic, Inc. and as an executive consultant for AppDynamics, Inc., Glassdoor, Inc. and HubSpot, Inc. Mr. McMahon received his B.S.E.E. in Electrical Engineering from New Jersey Institute of Technology. We believe that Mr. McMahon is qualified to serve on our board of directors due to his deep software sales experience.
Mark Porter has served as a member of our board of directors since February 2020. Since October 2018, Mr. Porter has served as the Chief Technology Officer (CTO) of Mobility and Core Technology at Grab, an on-demand transportation, food, package delivery, digital payments and financial services company. Previously, Mr. Porter was a General Manager at Amazon Web Services, from May 2013 until October 2018, where he led the Relational Database Service (RDS), Amazon Aurora and RDS for PostgreSQL, the AWS Database Migration Service and the AWS Schema Conversion Tool. Prior to Amazon, Mr. Porter held various roles including CTO of the Shared Learning Initiative at NewsCorp and Vice President of Engineering at Oracle Corporation, as well as working at NASA/JPL and being an early member of the Oracle Database Kernel group. He has been professionally coding since he was 16 years old and founded and ran his own electronics services integration company. Mr. Porter currently serves on the board of directors of Splyt, a private global mobility company. He previously served, from March 2018 until January 2020, as a Board Advisor to MariaDB, a database company. He holds a B.S. in Engineering and Applied Science from Caltech. We believe that Mr. Porter is qualified to serve on our board of directors based on his deep experience in the database industry.
Directors Continuing in Office Until the 2022 Annual Meeting of Stockholders
Francisco D’Souza has served as a member of our board of directors since November 2019. Mr. D’SouzaD'Souza is Managing Partner and Co-Founder of Recognize Partners, a position he has held since November 2019. He co-founded Cognizant Technology Solutions (“Cognizant”) in 1994 and served as its Chief Executive Officer from January 2007 to March 2019, where he oversaw a period of sustained growth and transformation that included: 10x increase in revenue from $1.4 billion in 2006 to $16.1 billion in 2018, a 7x increase in headcount from 39,000 in 2006 to 282,000 in 2018 and Cognizant’s inclusion in the Fortune 200. Mr. D’Souzaalso served on the board of directors of Cognizant from January 2007 to March 2020 and as its Vice Chairman from June 2018 to March 2020. Mr. D’Souzaserves on the board of directors of General Electric Company and on the tech-focused international advisory board of Banco Santander. He holds a B.B.A from the University of Macau and an M.B.A. from Carnegie Mellon University. We believe that Mr. D’Souza is qualified to serve on our board of directors based on his various executive leadership roles and technology industry expertise.
Charles M. Hazard, Jr. has served as a member of our board of directors since October 2009. Mr. Hazard is a co-founder and has served as a General Partner of Flybridge Capital Partners, a venture capital firm, since May 2002. He currently represents Flybridge Capital Partners on the boards of directors of a number of privately-held companies. Prior to co-founding Flybridge, Mr. Hazard served as a General Partner at Greylock Partners. Prior to that, he was with Company Assistance Limited, an investment and consulting firm, and Bain and Company, an international management-consulting firm. Mr. Hazard received his B.A. in Economics and Political Science from Stanford University and his M.B.A. from Harvard Business School. We believe that Mr. Hazard is qualified to serve on our board of directors because of his significant knowledge of and history with our company, his knowledge of the industry in which we operate and his extensive investment and board of directors’ experience.
Tom Killalea has served as a member of our board of directors since December 2015 and as the chairperson of the board of directors since July 2019. He has been an advisor to technology-driven companies since November 2014 and is the owner and President of Aoinle, LLC, a consulting firm. Formerly at Amazon for 16 years, Mr. Killalea was Amazon’s first Chief Information Security Officer, led the infrastructure and distributed systems team, and led the Kindle Content Ecosystem. Mr. Killalea currently serves on the board of directors of Akamai Technologies, Inc., a public technology company that provides cloud services for delivering content and business applications over the internet, and Capital One Financial Corp., a public bank holding company. Mr. Killalea has been an advisor to technology-driven companies since November 2014 and is the owner and PresidentPreviously, he was a Director of Aoinle, LLC, a consulting firm. From May 1998 to November 2014, Mr. Killalea served in various leadership roles at Amazon.com, Inc., an electronic commerce and cloud computing company, most recently as its Vice President of Technology for the Kindle Content Ecosystem from January 2008 to November 2014. He led Amazon’s Infrastructure and Distributed Systems team, which later became a key part of the Amazon Web Services platform. Prior to that he served as Amazon’s first Chief Information Security Officer and Vice President of Security. Mr. Killalea previously served on the board of directors of Xoom Corporation from March 2015 until its acquisition by PayPal, Inc. in November 2015, and Carbon Black, Inc. (CBLK), from April 2017 until its acquisition by VMware, Inc. in October 2019. Mr. Killalea received his2019, and Xoom Corporation (XOOM), from March 2015 until its acquisition by PayPal, Inc. in November 2015. He serves on the editorial board of ACM Queue (Association for Computing Machinery). He holds a B.Ed. in Education from the National University of Ireland, and hisa B.S. in Computer Science from Trinity College in Dublin. We believe that Mr. Killalea is qualified to serve on our board of directors based on his deep expertise in product development, digital innovation, customer experience and security.
Director Continuing in Office Until the 2023 Annual Meeting of Stockholders
Archana Agrawal has served as a member of our board of directors since August 2019. Ms. Agrawal is currently the Chief Marketing Officer of Formagrid, Inc. d/b/a Airtable, a cloud collaboration company, and has served in this capacity since March 2020. She joined the board of Zendesk, Inc., a public software development company in July 2020. Previously, Ms. Agrawal was at Atlassian, a software business, from December 2013 to March 2020, in various roles, including Head of Enterprise and Cloud Marketing. Prior to that, Ms. Agrawal was at Ladders, Inc. from 2007 until 2013, where she led corporate-wide analytics. She began her career at the IBM Almaden Research Center. Ms. Agrawal has a combined sixteen years of experience in the software industry. She holds an M.B.A. from Harvard Business School and received her M.S. in computer science from the University of Illinois at Urbana-Champaign. We believe that Ms. Agrawal is qualified to serve on our board of directors based on her leadership experience and understanding of the software industry.
Hope Cochran has served as a member of our board of directors since December 2016. Ms. Cochran is currently a Managing Director at Madrona Venture Group, where she has served as a venture partner since January 2017. From September 2013 to June 2016, Ms. Cochran served as the Chief Financial Officer of the public gaming company King Digital Entertainment plc, which was acquired by Activision Blizzard, Inc. in February 2016. Prior to King Digital, she served as the Chief Financial Officer of Clearwire Corporation, a telecommunications operator, from February 2011 until its acquisition by Sprint, Inc. in July 2013. Previously, she has held several roles in the software industry, including at PeopleSoft, Inc., Evant Inc. and SkillsVillage Inc., a contract resources software company that she founded. Ms. Cochran has served on the board of directors of Hasbro, Inc., a public toy and entertainment company, since June 2016, and is chairperson of Hasbro’s audit committee and a member of its finance committee. She has also served on the board of directors of New Relic, Inc., a public software analytics company, since May 2018, and is chairperson of the board and a member of the audit committee. Ms. Cochran received her B.A. in Economics and Music from Stanford University. We believe that Ms. Cochran is qualified to serve on our board of directors based on her financial and operating background in the technology sector and her experience serving on the board of directors of public companies.
Dwight Merriman, one of our co-founders, has served as a member of our board of directors since July 2020. Prior to joining our board, he was previously employed as an advisor to MongoDB. In 1995, he co-founded DoubleClick and served as its Chief Technology Officer for ten years. He is also a co-founder of Business Insider and Gilt Groupe. Mr. Merriman received his B.S. in Systems Analysis and Computer Science from Miami University. We believe that Mr. Merriman is qualified to serve on our board of directors based on his intimate knowledge of our business and his deep experience in our industry.
Our compensation committee and board of directors believe it is important to review director compensation from time to time to help ensure that the compensation levels of our directors are aligned with those of our peer companies, so that we may attract and retain the best possible candidates to serve on our board of directors. There have not been any changes to non-employeeThe director compensation sinceprogram was reviewed in February 2020 by FW Cook, our non-employeeindependent compensation consultant. As disclosed in our proxy statement filed in connection with our 2020 annual meeting of stockholders, following this review, our board of directors approved increases to equity, committee chair, and select committee member retainers to address a competitive deficit relative to peer group median pay levels. The changes in director compensation policy was adoptedwere effective uponas of the closing2020 annual meeting of our initial public offering.stockholders.
Based on the findings of the pay study, and pursuant to the recommendation of the compensation committee, the board of directors approved increases in the following changes toaward values of the compensationInitial Grants and the Annual Grants for non-employee directors, from $360,000 to $390,000 and from $180,000 to $195,000, respectively. These compensation changes will be effective as of the 2020our 2021 annual meeting of stockholders:stockholders.