MDB DEF 14A Report ended July 10, 2020

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

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1.	To elect three Class III directors, Archana Agrawal, Hope Cochran and Dwight Merriman, each to serve until our annual meeting of stockholders in 2023;

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

3.	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021; and

4.	To conduct any other business properly brought before the meeting.

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•	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.

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•	Be respectful of your fellow stockholders and meeting participants.

•	No audio or video recording of the meeting is permitted.

•	Proposal 1: Election of three Class III directors, each to serve until our annual meeting of stockholders in 2023;

•	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.

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•	To vote online during the meeting, follow the provided instructions to join the meeting at www.virtualshareholdermeeting.com/MDB2020, starting at 10:00 a.m. Eastern Time on July 10, 2020. The webcast will open 15 minutes before the start of the meeting.

•	To vote online before the meeting, go to www.proxyvote.com .

•	To vote by telephone before the meeting, call 1-800-690-6903.

•	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.

•	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.

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•	FOR the election of each of the nominees for Class III 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.

•	Proposal 1 - Election of Directors : Each director is elected by a plurality of the votes cast. The three nominees for Class III directors that receive the highest number of FOR votes will be elected.

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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.

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•	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

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•	perform other duties as our board of directors may determine from time to time.

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(1)	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.

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•	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.

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•	evaluating our Chief Executive Officer’s performance in achieving corporate performance goals and objectives, 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.

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•	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.

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•	Class III directors: Archana Agrawal, Hope Cochran and Eliot Horowitz 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.

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(1)	Member of the compensation committee.

(2)	Member of the audit committee.

(3)	Member of the nominating and corporate governance committee.

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(1)	If the relevant director elects to be paid in fully vested shares of Class A common stock, the number of shares of Class A common stock granted to each such director will be based on the average closing price of our Class A common stock on the Nasdaq for the 30 trading days immediately prior to the grant date.

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Initial Equity Grant . Each newly elected non-employee director is eligible to receive an RSU award (the “Initial Grant”). In fiscal year 2020, newly elected non-employee directors were eligible to receive a number of shares equal in value to $330,000 (which did not change from fiscal year 2019). The number of shares underlying the RSU award granted to each director on such date is based on the average closing price of our Class A common stock on the Nasdaq for the 30 trading days immediately prior to the grant date. The shares underlying the Initial Grant vest in a series of three equal annual installments on each anniversary of the grant date, subject to the director’s continued service through each vesting date. In the event of the termination of a director’s service on our board of directors in connection with a change in control (as defined in our 2016 Equity Incentive Plan (the “2016 Plan”)), any unvested shares underlying the Initial Grant will fully vest and become exercisable as of the effective date of such termination.

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Annual Equity Grant . On the date of our annual stockholder meeting, each then-current, non-employee director is eligible to receive an RSU award (the “Annual Grant”). In fiscal year 2020, then-current non-employee directors were eligible to receive a number of shares equal in value to $165,000 (which did not change from fiscal year 2019). The number of shares underlying the RSU award granted to each director on such date is based on the average closing price of our Class A common stock on the Nasdaq for the 30 trading days immediately prior to the grant date. The shares underlying each Annual Grant vest on the earlier of (a) the first anniversary of the grant date and (b) our next annual stockholder meeting, subject to the director’s continued service through such date. In the event of the termination of a director’s service on our board of directors in connection with a change in control (as defined in the 2016 Plan), any unvested shares underlying the Annual Grant will fully vest and become exercisable as of the effective date of such termination. Newly elected directors will not be granted an Annual Grant during their first year of service.

(1)	Mr. Porter joined our board of directors in fiscal year 2021 and, therefore, he is not listed in the table above and did not receive any compensation for fiscal year 2020.

(2)

The amounts in this column reflect the annual cash fees to which each non-employee director was entitled under our non-employee director compensation program for the fiscal year ended January 31, 2020. Our board of directors has determined that each of our non-employee directors has the option to have such cash fees be paid in the form of cash or in fully vested shares of our Class A common stock. The fees earned during the first half of the fiscal year were paid in cash or, at the election of the non-employee director, shares of Class A common stock on July 10, 2019. Each of Messrs. Botha and McMahon elected to be paid in shares of Class A common stock. The grant date fair value was calculated in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”) based on the closing stock price at the grant date. The fees earned during the second half of the fiscal year will be paid in cash or shares of Class A common stock, at the non-employee director’s election, on July 10, 2020, the date of our 2020 annual meeting of stockholders. If a director elects to be paid in shares, the number of shares of Class A common stock granted to each director will be based on the average closing price of our Class A common stock on the Nasdaq for the 30 trading days immediately prior to the grant date.

(3)	Represents the aggregate grant date fair value of RSUs granted to newly elected non-employee directors under the terms of our non-employee director compensation program for the fiscal year ended January 31, 2020 and the 2016 Plan, and calculated in accordance with ASC 718 based on the closing stock price at the grant date.

(4)	Represents the aggregate grant date fair value of RSUs granted to each incumbent non-employee director on July 10, 2019 under the terms of our non-employee compensation program for the fiscal year ended January 31, 2020 and the 2016 Plan, and calculated in accordance with ASC 718 based on the closing stock price at the grant date.

(5)	Mr. Ryan’s service on our board of directors ended on July 10, 2019, the date of our 2019 annual meeting of stockholders.

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(1)	Represents an option to purchase shares of our Class A common stock.

(2)	Represents an option to purchase shares of our Class B common stock.

(3)	Mr. Ryan’s service on our board of directors ended on July 10, 2019, the date of our 2019 annual meeting of stockholders.

•	increase the audit committee member retainer from $8,000 to $10,000;

•	increase the compensation committee member retainer from $5,000 to $7,500;

•	increase the audit committee chair retainer from $20,000 to $25,000;

•	increase the compensation committee chair retainer from $12,000 to $15,000;

•	increase the nominating and corporate governance committee chair retainer from $7,500 to $10,000;

•	increase the award value of the Initial Grant from $330,000 to $360,000; and

•	increase the award value of the Annual Grant from $165,000 to $180,000.

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•	Dev Ittycheria, President and Chief Executive Officer;

•	Eliot Horowitz, Chief Technology Officer and Co-Founder;

•	Michael Gordon, Chief Operating Officer and Chief Financial Officer; and

•	Cedric Pech, Chief Revenue Officer.

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•	Revenue . Total revenue was $421.7 million for fiscal year 2020, an increase of 58% year-over-year. Subscription revenue was $399.8 million, an increase of 61% year-over-year, and services revenue was $21.9 million, an increase of 18% year-over-year.

•	Gross Profit . Gross profit was $296.4 million for fiscal year 2020, representing a 70% gross margin compared to 72% in the prior year.

•	Loss from Operations. Loss from operations was $147.9 million for fiscal year 2020, compared to $97.8 million in the prior year.

•	Net Loss . Net loss was $175.5 million or $3.14 per share based on 55.9 million weighted-average shares outstanding, for fiscal year 2020. This compares to $99.0 million or $1.90 per share based on 52.0 million weighted-average shares outstanding, in the prior year.

•	MongoDB Atlas Revenue . Revenue from MongoDB Atlas, our cloud-hosted database-as-a-service offering, represented 39% of our total revenue for fiscal year 2020, compared to 23% in the prior year.

•	Customers . As of January 31, 2020, we had over 17,000 customers across a wide range of industries and in over 100 countries, compared to 13,400 customers as of the end of the prior year.

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•	attract, motivate, incentivize and retain a highly skilled team of executives who contribute to our long-term success;

•	provide compensation packages to our executive officers that are competitive and reward the achievement of our financial, operational and strategic objectives; and

•	effectively align our executive officers’ interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.

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•	Reviewing the materials prepared for the compensation committee by management relative to fiscal year 2020 compensation for the named executive officers;

•	Advising the compensation committee on executive compensation trends;

•	Presenting market data and analysis for the compensation committee to set target compensation for named executive officers;

•	Researching, developing and reviewing the compensation peer group used for fiscal year 2020 executive compensation;

•	Advising on our non-employee director compensation program; and

•	Supporting other ad hoc matters throughout the year.

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(1)	Mr. Pech’s base salary is paid in Swiss Francs (CHF) and, for the purposes of the table, is converted into U.S. dollars based on the exchange rate as of January 31, 2020 of 1.03 CHF to the U.S. dollar.

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(1)	Mr. Pech was not a named executive officer in fiscal year 2019.

(2)	Mr. Pech’s bonus is paid in Swiss Francs (CHF) and, for the purposes of the table, is converted into U.S. dollars based on the exchange rate as of January 31, 2020 of 1.03 CHF to the U.S. dollar.

(1)	The performance target (100% attainment) for each company performance goal is 100% of our fiscal year 2020 operating plan.

(2)

Our named executive officers, other than our Chief Revenue Officer, will only earn a bonus if the executive’s attainment in the aggregate is at least 80% of the performance target, up to a maximum of 120%. For purposes of calculating the bonus payout amount, when the executive’s attainment exceeds the performance target, accelerators are triggered in order to reward the higher than expected performance, while decelerators are applied if the actual results are lower than the performance target. The payout range for the performance-based cash bonus awards (after applying the decelerator/accelerator factor) is 50-150% of the executive’s target cash bonus opportunity. Actual payouts for fiscal year 2020 are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.

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(3)

The Chief Revenue Officer’s achievement scale is linear below 100% and subject to accelerators above 100% with respect to the New Annual Contract Value (“NACV”) performance goal only. For our Chief Revenue Officer, the NACV performance goal includes NACV and monthly recurring revenue from bookings of our self-serve offerings. Actual payout for fiscal year 2020 is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.

(1)	Mr. Pech’s cash bonus is set and paid in Swiss Francs (CHF) and, for the purposes of the table, is converted into U.S. dollars based on the exchange rate as of January 31, 2020 of 1.03 CHF to the U.S. dollar.

(2)	Actual bonus earned, which represents the aggregate amount of monthly payments earned by Mr. Pech over the year, differs from the actual bonus as a percentage of target amount due to rounding.

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(1)	The grant date fair value was computed in accordance with ASC 718 based on the closing stock price at the grant date, as reported on Nasdaq.

(2)	Awards granted on March 18, 2019.

(3)	Award granted on February 5, 2019.

•	We do not strategically time long-term incentive awards in coordination with the release of material non-public information and have never had a practice of doing so.

•	We have never timed and do not plan to time the release of material non-public information for the purpose of affecting the value of executive compensation.

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For equity grants to our executive officers and other employees, we determine the number of shares based on a target dollar value, calculated using the 60-day volume-weighted average trading price (VWAP) of our stock on, or a few days prior to, the grant date. We believe that using the VWAP mitigates the effect of any variations in stock price that may occur in the final minutes of trading if the closing price were used.

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•	The accounting for equity awards granted by us is compliant with accounting principles generally accepted in the United States and is disclosed in our annual and quarterly financial reports filed with the SEC.

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•	Chief Executive Officer: must hold shares of MongoDB common stock with a value equal to five times his base salary; and

•	all other executive officers: must hold shares of MongoDB common stock with a value equal to three times their base salary.

•	shares owned by the executive officer;

•	shares owned jointly by the executive officer and spouse;

•	shares held in a trust established by the executive officer for the benefit of the executive officer and/or family members;

•	shares equal to the number of vested deferred stock units credited to the executive officer under any arrangement maintained by us;

•	shares credited to the executive officer’s 401(k) plan account;

•	vested shares of time-based restricted stock/restricted stock units; and

•	shares equal to the after-tax in-the-money portion of any vested, unexercised options.

•	the balance between fixed and variable compensation, short- and long-term compensation, and cash and equity payouts; and

•	regular review of the executive compensation program by an independent compensation consultant.

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(1)

The amounts in this column represent the aggregate grant date fair value of RSUs issued under the 2016 Plan, calculated in accordance with ASC 718. Assumptions used in the calculation of such amounts are set forth in note 12 in the notes to our consolidated financial statements for the fiscal year ended January 31, 2020 included in our Annual Report. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers.

(2)

For Messrs. Ittycheria, Horowitz and Gordon, represents annual performance-based cash bonus awards. The amounts reported represent performance-based cash bonus awards earned by each of these named executive officers based on the achievement of certain company goals and the individual's target bonus amount. Bonus awards are paid semi-annually, based on the achievement of the company objectives set at the beginning of the fiscal year. For Mr. Pech, represents annual sales variable compensation earned under our sales variable compensation plan. The amount reported represents compensation earned by Mr. Pech based on the achievement of corporate sales goals and his target bonus amount. Compensation was paid monthly, based on the achievement of sales targets set at the beginning of the fiscal year.

(3)	Represents expenses incurred by us related to a cybersecurity assessment and related services (“Cybersecurity Services”) at the executive’s personal residence.

(4)	Mr. Pech became a named executive officer, effective February 11, 2019. The table includes his compensation for the entire fiscal year 2020. Mr. Pech’s cash compensation was paid in CHF and, for the purposes of the table, converted into U.S. dollars based on the exchange rate as of January 31, 2020 of 1.03 CHF to the U.S. dollar.

(5)	Represents (a) a monthly housing and health coverage allowance of $37,377, (b) a onetime allowance of $45,872 to cover Mr. Pech’s housing expenses while he was temporarily working in New York and (c) $24,320 of expenses incurred by us for Cybersecurity Services at the executive’s personal residence.

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(1)	The RSUs granted to our named executive officers were granted on February 5, 2019 for Cedric Pech and on March 18, 2019 for the other named executive officers under the 2016 Plan (see “Outstanding Equity Awards at Fiscal Year-End” below).

(2)

For Messrs. Ittycheria, Horowitz and Gordon, the amounts represent the threshold (50%), target (100%) and maximum (150%) annual cash bonus award amounts under our fiscal year 2020 annual cash bonus plan. For Mr. Pech, our Chief Revenue Officer, the amount represents his target bonus amount under our sales variable compensation plan. Compensation for Mr. Pech was paid monthly, based on the achievement of corporate sales goals set by the compensation committee at the beginning of the fiscal year. Actual payouts are reported in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column.

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(3)

For RSU awards, the grant date fair value was computed in accordance with ASC 718 based on the stock price at the grant date. The stock price at the grant date was based on the closing price per share of our Class A Common Stock on the grant date, as reported on Nasdaq as follows: February 5, 2019 ($97.09) and March 18, 2019 ($137.98). RSUs will vest in equal quarterly installments over four years.

(4)	Mr. Pech’s cash bonus target is set and paid in CHF and, for the purposes of the table, converted into U.S. dollars based on the exchange rate as of January 31, 2020 of 1.03 CHF to the U.S. dollar.

(1)	On April 13, 2016, we amended the exercise prices of all of our outstanding option awards previously granted at an exercise price greater than $6.50 to $6.50.

(2)	The option awards in this table relate to options to purchase shares of our Class B common stock for Messrs. Ittycheria, Horowitz and Gordon and options to purchase shares of our Class A common stock for Mr. Pech.

(3)	All of the option awards listed in this column are immediately exercisable, subject to a repurchase right in our favor which lapses in accordance with the respective option vesting schedules.

(4)

All unvested shares of Class B or Class A common stock, as applicable, underlying the option awards listed in this column will accelerate and vest in full if the executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the executive officer’s offer letter or employment agreement) in connection with, or within three months prior to or 12 months following, a change of control of MongoDB.

(5)

The RSUs granted to Messrs. Ittycheria and Gordon on April 20, 2018 vest quarterly, measured from April 1, 2018, as follows: 10% of the RSUs vest in the first year, 20% of the RSUs vest in the second year, 30% of the RSUs vest in the third year, and 40% of the RSUs vest in the fourth year . The RSUs granted to Mr. Horowitz on April 20, 2018 vest in equal quarterly installments over four years measured from April 1, 2018. The RSUs granted to Mr. Pech on May 31, 2018 vest in equal quarterly installments over four years measured from July 1, 2018. The RSUs granted to Mr. Pech on February 5, 2019 and to Messrs. Ittycheria, Horowitz and Gordon on March 18, 2019 vest in equal quarterly installments over four years measured from April 1, 2019.

(6)	Market value is calculated based on the closing price of our Class A Common Stock on January 31, 2020, as reported on Nasdaq.

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(7)

All unvested shares of Class A common stock underlying the RSUs listed in this column will accelerate and vest in full if the executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the executive officer’s offer letter or employment agreement) in connection with, or within three months prior to or 12 months following, a change of control of MongoDB.

(8)	19,157 shares of Class B common stock underlying this option are unexercisable, and become exercisable in three equal installments on each of January 1, 2021, January 1, 2022 and January 1, 2023.

(9)	The shares of Class B common stock underlying this option vest in 36 equal monthly installments, beginning May 13, 2018, subject to the executive officer’s continuous service through each such vesting date.

(10)

12,496 shares of Class B common stock underlying this option vested in equal monthly installments beginning May 13, 2016 to April 13, 2017, 42,496 shares of Class B common stock underlying this option vested in equal monthly installments beginning May 13, 2017 to April 13, 2018, 45,000 shares of Class B common stock underlying this option vested in equal monthly installments beginning May 13, 2018 to April 13, 2019, 49,996 shares of Class B common stock underlying this option vested in equal monthly installments beginning May 13, 2019 to April 13, 2020 and 50,012 shares of Class B common stock underlying this option vest in equal monthly installments beginning May 13, 2020 to April 13, 2021, in each case, subject to the executive officer’s continuous service through each such vesting date.

(11)

16,665 shares of Class B common stock underlying this option vested in equal monthly installments beginning May 13, 2018 to April 13, 2019, 79,164 shares of Class B common stock underlying this option vested in equal monthly installments beginning May 13, 2019 to April 13, 2020 and 104,171 shares of Class B common stock underlying this option vest in equal monthly installments beginning May 13, 2020 to April 13, 2021, in each case, subject to the executive officer’s continuous service through each such vesting date.

(12)	25% of the shares of Class A common stock underlying this option vested on July 1, 2018, with the remainder vesting in 36 equal monthly installments thereafter, subject to the executive officer’s continuous service through each such vesting date.

(1)

The option awards in this table relate to options to purchase shares of our Class B common stock for Messrs. Ittycheria, Horowitz and Gordon and options to purchase shares of our Class A common stock for Mr. Pech. Each share of Class B Common Stock automatically converts into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain “Permitted Transfers” as defined in our restated certificate of incorporation.

(2)	The value realized on exercise is calculated as the difference between the market value of our Class A Common Stock underlying the options on the date of exercise and the applicable exercise price of those options. The value does not reflect actual proceeds received.

(3)	The value realized on vesting is calculated by multiplying the number of shares of Class A Common Stock by the market value of our Class A Common Stock on the applicable vesting date and does not reflect actual proceeds received.

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(1)

The value of accelerated vesting of unvested RSUs is based upon the closing price of our Class A Common Stock on January 31, 2020, as reported on Nasdaq, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested stock options is based on the difference between the closing stock price on January 31, 2020, as reported on Nasdaq, and the exercise price per option multiplied by the number of unvested options.

(2)

Represents change in control severance benefits based on a double-trigger arrangement, which assumes the executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the executive officer’s employment agreement, in the case of Mr. Pech, or offer letter in the case of the other executive officers) in connection with, or within three months prior to or 12 months following, a change of control of MongoDB.

(3)	As noted above, after the end of fiscal year 2020, Mr. Horowitz informed us that he is voluntarily resigning from his position as Chief Technology Officer and a member of our board of directors, effective on the date of our 2020 annual meeting of stockholders. As a result of his resignation, Mr. Horowitz is not eligible for the benefits described in the table above.

(4)	Mr. Pech’s potential non-equity payments and benefits are set in CHF and, for the purposes of the table, converted into U.S. dollars based on the exchange rate as of January 31, 2020 of 1.03 CHF to the U.S. dollar.

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(1)	Includes the 2008 Plan and the 2016 Plan, but does not include future rights to purchase shares under our 2017 Employee Stock Purchase Plan (“ESPP”), which depend on a number of factors described in our ESPP and will not be determined until the end of the applicable purchase period.

(2)	The weighted average exercise price is calculated based solely on outstanding stock options and does not take into account stock underlying restricted stock units, which have no exercise price.

(3)

Includes the 2016 Plan and ESPP. Stock options or other stock awards granted under the 2008 Plan that are forfeited, terminated, expired or repurchased become available for issuance under the 2016 Plan. The 2016 Plan provides that the total number of shares reserved of Class A common stock reserved for issuance thereunder will be automatically increased, on February 1st of each calendar year, in an amount equal to 5% of the total number of shares of our capital stock outstanding on December 31 of the prior calendar year, or a lesser number of shares determined by our board of directors or a committee thereof. Our ESPP provides that the number of shares of our Class A common stock reserved for issuance thereunder will automatically increase on February 1st of each calendar year by the lesser of (a) 1% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of the automatic increase and (b) 995,000 shares; provided that the board of directors or a committee thereof may determine that such increase will be less than the amount set forth above. Accordingly, on February 1, 2020, the number of shares of Class A common stock available for issuance under our 2016 Plan and our ESPP increased by 2,869,127 shares and 573,825 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above.

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(1)	Audit fees consist of fees billed for professional services provided in connection with the audit of our annual consolidated financial statements, the review of our quarterly condensed consolidated financial statements, and audit services that are normally provided by independent registered public accounting firm in connection with regulatory filings.

(2)	Audit-related fees primarily consist of consultation regarding the adoption of the new revenue accounting standard issued by the Financial Accounting Standards Board (“FASB”), Accounting Standards Updated (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) and Accounting Standards Update, Leases (Topic 842).

(3)	All other fees billed for the fiscal years ended January 31, 2020 and 2019 were related to fees for access to online accounting research software.

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*	Represents beneficial ownership of less than 1%.

†	Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to 10 votes per share, and holders of our Class A common stock are entitled to one vote per share.

(1)

Based upon the information provided by FMR LLC (“FMR”) in a Schedule 13G/A filed on February 7, 2020, and reporting ownership as of December 31, 2019 (the “FMR 13G/A”). In addition, on April 1, 2020, FMR converted all shares of Class B common stock held by it into shares of Class A common stock, which has been reflected in the table above. The principal business address of FMR is 245 Summer Street, Boston, MA 02210. Based on the FMR 13G/A and the subsequent conversion, FMR has sole voting power over 1,451,468 shares Class A common stock, shared voting power over no shares of Class A common stock, sole dispositive power over 7,839,880 shares of Class A common stock and shared dispositive power over no shares of Class A common stock.

(2)

Based upon the information provided by Capital World Investors (“Capital World”) in a Schedule 13G/A filed on February 14, 2020, and reporting ownership as of December 31, 2019. The principal business address of Capital World is 333 South Hope Street, Los Angeles, CA 90071. Capital World has sole voting power over 6,949,967 shares Class A common stock, shared voting power over no shares of Class A common stock, sole dispositive power over 6,949,967 shares of Class A common stock and shared dispositive power over no shares of Class A common stock.

(3)

Based upon the information provided by Morgan Stanley and Morgan Stanley Investment Management, Inc. (together, “Morgan Stanley”) in a Schedule 13G/A filed on April 9, 2020, and reporting ownership as of March 31, 2020. The principal business address of Morgan Stanley is 1585 Broadway, New York, NY 10036. Morgan Stanley has sole voting power over no shares Class A common stock, shared voting power over 4,751,412 shares of Class A common stock, sole dispositive power over no shares of Class A common stock and shared dispositive power over 4,949,976 shares of Class A common stock.

(4)

Based upon the information provided by The Vanguard Group - 23 - 1945930 (“Vanguard”) in a Schedule 13G/A filed on February 12, 2020, and reporting ownership as of December 31, 2019. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. Vanguard has sole voting power over 30,745 shares Class A common stock, shared voting power over 9,129 shares of Class A common stock, sole dispositive power over 4,054,482 shares of Class A common stock and shared dispositive power over 37,582 shares of Class A common stock.

(5)

Based upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G filed on February 10, 2020, and reporting ownership as of December 31, 2019. The principal business address of BlackRock is 55 East 52nd Street, New York, NY 10055. BlackRock has sole voting power over 2,410,217 shares Class A common stock, shared voting power over no shares of Class A common stock, sole dispositive power over 2,638,822 shares of Class A common stock and shared dispositive power over no shares of Class A common stock.

(6)	Consists of (a) 1,261,739 shares of Class B common stock held directly by Mr. Ryan and (b) 676,166 shares of Class B common stock held by The Kevin P. Ryan 2012 Trust for the benefit of his children.

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(7)

Consists of (a) 846,819 shares of Class B common stock held by Sequoia Capital U.S. Growth Fund IV, L.P. (“SC USGF IV”), (b) 744,272 shares of Class B common stock held by Sequoia Capital U.S. Venture 2010 Fund, LP (“SC USV 2010”), (c) 81,788 shares of Class B common stock held by Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP (“SC USV 2010 PFQ”), (d) 16,515 shares of Class B common stock held by Sequoia Capital U.S. Venture 2010 Partners Fund, LP (“SC USV 2010 PF”) and (e) 37,310 shares of Class B common stock held by Sequoia Capital USGF Principals Fund IV, L.P. (“SC USGF PF IV”). SC US (TTGP), Ltd. is the general partner of SCGF IV Management, L.P., which is the sole general partner of SC USGF IV and SC USGF PF IV (collectively, the “SC GFIV Funds”). As a result, SC US (TTGP), Ltd. and SCGF IV Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC GFIV Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of SC USV 2010, SC USV 2010 PF and SC USV 2010 PFQ, or collectively, the SC 2010 Funds. As a result, SC US (TTGP), Ltd. and SC U.S. Venture 2010 Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC 2010 Funds. The address of each of these entities is 2800 Sand Hill Road, Suite 101, Menlo Park, California 94025.

(8)	Consists of (a) 181,077 shares of Class A common stock owned by estate planning vehicles for the benefit of Mr. Botha and (b) 1,057 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020.

(9)	Consists of (a) 3,870 shares of Class A common stock owned directly by Ms. Cochran, (b) 50,000 shares of Class A common stock issuable upon the exercise of options and (c) 1,057 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020.

(10)	Consists of (a) 16,526 shares of Class A common stock owned directly by Mr. Gordon, (b) 4,000 shares of Class A common stock held by immediate family members of Mr. Gordon, (c) 9,243 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020 and (d) 398,859 shares of Class B common stock issuable upon the exercise of options.

(11)	Consists of (a) 94,717 shares of Class A common stock owned directly by Mr. Hazard, (b) 24,845 shares of Class A common stock owned by The Narragansett Bay Children’s Trust, of which Mr. Hazard is a Trustee and (c) 1,057 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020.

(12)

Consists of (a) 3,463 shares of Class A common stock owned directly by Mr. Horowitz, (b) 9,816 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020, (c) 1,229,663 shares of Class B common stock held directly by Mr. Horowitz, (d) 302,500 shares of Class B common stock held by The ERH Family 2012 Trust for the benefit of his children and (e) 525,000 shares of Class B common stock issuable upon the exercise of options.

(13)	Consists of (a) 44,710 shares of Class A common stock owned directly by Mr. Ittycheria, (b) 17,619 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020 and (c) 2,121,879 shares of Class B common stock issuable upon the exercise of options.

(14)	Consists of (a) 3,133 shares of Class A common stock owned directly by Mr. Killalea, (b) 1,057 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020, (c) 42,687 shares of Class B common stock owned directly by Mr. Killalea and (d) 50,000 shares of Class B common stock issuable upon the exercise of options.

(15)	Consists of (a) 28,814 shares of Class A common stock owned directly by Mr. McMahon, (b) 1,057 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020, (c) 10,750 shares of Class B common stock owned directly by Mr. McMahon and (d) 50,000 shares of Class B common stock issuable upon the exercise of options.

(16)	Consists of (a) 1,570,686 shares of Class B common stock owned directly by Mr. Merriman, (b) 185,625 shares of Class B common stock issuable upon the exercise of options and (c) 610,896 shares of Class B common stock held by The Dwight A. Merriman 2012 Trust for the benefit of his children.

(17)	Consists of (a) 32,400 shares of Class A common stock owned by KW Investments SRL, an Italian limited liability company owned by Mr. Pech and his spouse, (b) 98,330 shares of Class A common stock owned by KW Investments SRL, issuable upon the exercise of options and (c) 3,473 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020.

(18)	Consists of (a) 437,555 shares of Class A common stock, (b) 148,330 shares of Class A common stock issuable upon the exercise of options, (c) 45,436 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 15, 2020, (d) 5,493,886 shares of Class B common stock and (e) 3,331,363 shares of Class B common stock issuable upon the exercise of options.

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