MongoDB Inc
For the period ended Jan 31, 2024. Filed May 16, 2024.
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Jan 31, 2024 · Filed May 16, 2024
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as defined by the SEC’s regulations (“CAP”), and certain financial performance of the Company. For additional information regarding our compensation philosophy, objectives and structure of our performance-based compensation programs, and compensation decisions, please refer to "Compensation Discussion and Analysis".
The following table sets forth the compensation for our Chief Executive Officer (“CEO”) and the average compensation for our other Named Executive Officers (“Other NEOs”) for the fiscal years ended January 31, 2024, January 31, 2023, January 31, 2022 and January 31, 2021 (each, a “Covered Year”), in each case as reported in the Summary Compensation Table (“SCT”) and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC. “Compensation actually paid” ("CAP") does not reflect amounts actually realized by our CEO and Other NEOs and may be higher or lower than the amounts, if any, that are ultimately realized by such individuals.
The table below also provides information for each Covered Year on our cumulative Total Shareholder Return (“TSR”) and the cumulative TSR of our peer group, the Nasdaq Computer Index (with each such TSR determined for the period commencing on January 31, 2020), our Net Loss and our Revenue. We selected Revenue as our “most important financial performance measure” used to link “compensation actually paid” to our CEO and Other NEOs to our performance for the fiscal year ended January 31, 2024.
| Value of Initial Fixed $100 Investment Based on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year | SCT Total for CEO($) | Compensation Actually Paid to CEO($)(1)(2) | SCT Average Total for Other NEOs($)(3) | Average Compensation Actually Paid to Other NEOs($)(2)(4) | Company Total Shareholder Return($) | Peer Group Total Shareholder Return($)(5) | Net (Loss) Income (thousands)($)(6) | Revenue (thousands)($)(7) |
| 2024 | 15,257,721 | 44,819,403 | 7,487,213 | 10,599,236 | 244 | 220 | (176,600) | 1,683,011 |
| 2023 | 13,229,190 | (1,158,813) | 6,426,612 | (140,152) | 131 | 142 | (345,398) | 1,284,040 |
| 2022 | 10,566,757 | 17,742,233 | 5,346,033 | 7,074,336 | 247 | 183 | (306,866) | 873,782 |
| 2021 | 8,528,435 | 75,870,778 | 5,498,881 | 8,929,732 | 225 | 146 | (266,944) | 590,380 |
(1)The following table shows, for each Covered Year, the adjustments made to the total compensation shown for our CEO, Dev Ittycheria, on the SCT to arrive at “compensation actually paid” as reflected on the table above:
| Adjustments to Determine CEO Compensation Actually Paid · Fiscal year ended January 31, 2024 · Fiscal year ended January 31, 2023 · Fiscal year endedJanuary 31, 2022 · Fiscal year endedJanuary 31, 2021 | |||||
|---|---|---|---|---|---|
| SCT total amount | 15,257,721 | 13,229,190 | 10,566,757 | 8,528,435 | |
| Subtract Amounts Reported under “Option Awards” and “Stock Awards” Columns in SCT for the Covered Year | 14,825,835 | 12,797,690 | 10,135,257 | 8,096,935 | |
| Add Year-end Fair Value of Options Awards and Stock Awards Granted during Covered Year that Remain Unvested as of Year-end | 31,722,922 | 7,806,455 | 8,787,241 | 16,347,481 | |
| Add Fair Value on Vesting of Option Awards and Stock Awards Granted during Covered Year that Vested during Covered Year | 2,670,818 | 889,080 | 2,388,178 | 2,924,375 | |
| Add change (positive or negative) in Fair Value from Prior Year-end to Covered Year-end of Option Awards and Stock Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | 6,507,392 | (6,596,740) | 2,449,600 | 36,282,788 | |
| Add change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Option Awards and Stock Awards Granted Prior to Covered Year that Vested during Covered Year | 3,486,384 | (3,689,107) | 3,752,557 | 19,884,634 | |
| Subtract Fair Value of forfeited Stock Awards during Covered Year | — | — | 66,843 | (8) | — |
| TOTAL ADJUSTMENTS: | 29,561,682 | (14,388,003) | 7,175,476 | 67,342,343 | |
| TOTAL COMPENSATION ACTUALLY PAID: | 44,819,403 | (1,158,813) | 17,742,233 | 75,870,778 | |
(2)For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards and other stock awards in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than the fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of such amounts are set forth in Note 11— Equity Incentive Plans and Employee Stock Purchase Plan in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.
(3) The Other NEOs for the fiscal year ended January 31, 2024, January 31, 2023 and January 31, 2022 were Michael Gordon, Cedric Pech and Mark Porter. The Other NEOs for the fiscal year ended January 31, 2021 were Michael Gordon, Cedric Pech, Mark Porter and Eliot Horowitz.
(4) The following table shows, for each Covered Year, the adjustments made to the average of the total compensation shown for the Other NEOs on the SCT to arrive at “compensation actually paid” as reflected on the table above:
| Adjustments to Determine Average of Other NEOs' Compensation Actually Paid | Fiscal year endedJanuary 31, 2024 | Fiscal year endedJanuary 31, 2023 | Fiscal year endedJanuary 31, 2022 | Fiscal year endedJanuary 31, 2021 |
|---|---|---|---|---|
| SCT total amount | 7,487,213 | 6,426,612 | 5,346,033 | 5,498,881 |
| Subtract Amounts Reported under “Option Awards” and “Stock Awards” Columns in SCT for the Covered Year | 6,912,855 | 5,974,289 | 4,694,131 | 5,043,575 |
| Add Year-end Fair Value of Options Awards and Stock Awards Granted during Covered Year that Remain Unvested as of Year-end | 10,317,641 | 3,642,784 | 4,295,795 | 6,512,713 |
| Add Fair Value on Vesting of Option Awards and Stock Awards Granted during Covered Year that Vested during Covered Year | 957,110 | 416,788 | 872,769 | 1,337,571 |
| Add change (positive or negative) in Fair Value from Prior Year-end to Covered Year-end of Option Awards and Stock Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | 2,243,152 | (3,143,169) | 829,978 | 6,746,122 |
| Add change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Option Awards and Stock Awards Granted Prior to Covered Year that Vested during Covered Year | 1,339,649 | (1,508,880) | 440,771 | 3,983,122 |
| Subtract Fair Value of forfeited Stock Awards during Covered Year | 4,832,674(a) | — | 16,880(b) | 10,105,101(c) |
| TOTAL ADJUSTMENTS: | 3,112,023 | (6,566,765) | 1,728,303 | 3,430,851 |
| TOTAL COMPENSATION ACTUALLY PAID: | 10,599,236 | (140,152) | 7,074,336 | 8,929,732 |
(a)Reflects the forfeiture of equity awards by Mr. Porter upon his stepping down as our Chief Technology Officer,
effective July 2023.
(b) Reflects performance-based stock awards that were forfeited as a result of attainment of company performance targets at a level that resulted in less than full vesting.
(c) Reflects (i) the forfeiture of equity awards by Mr. Porter upon his resignation as a director on our board and in connection with his appointment as our Chief Technology Officer, effective July 2020, and (ii) the forfeiture of equity awards by Mr. Horowitz upon his resignation from his position as our Chief Technology Officer, effective July 2020.
(5) Total Shareholder Return shown in this table utilizes our cumulative total return to shareholders of our common stock relative to the Nasdaq Computer Index, which is the index included in the stock performance graph required by Item 201(e) of Regulation S-K in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. The comparison assumes $100 was invested in our common stock and in the Nasdaq Computer Index for the period commencing on January 31, 2020 and ending on January 31 of each Covered Year. All dollar values assume reinvestment of the gross dividends paid by companies included in the Nasdaq Computer Index. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance.
(6) Reflects “Net Loss” for each Covered Year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Net Loss” is a GAAP measure.
(7) Reflects “Revenue” for each Covered Year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Revenue” is a GAAP measure.
(8) Reflects performance-based stock awards that were forfeited as a result of attainment of company performance targets at a level that resulted in less than full vesting.
Discussion of Compensation Actually Paid
The graph below illustrates the TSR on a fixed $100 investment made as of January 31, 2020 in shares of our common stock and in the Nasdaq Computer Index. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance.
The following chart sets forth the relationship between (i) the CAP of our CEO and the average CAP of our Other NEOs against (ii) MongoDB’s cumulative TSR for each Covered Year.
The following chart sets forth the relationship between (i) the CAP of our CEO and the average CAP of our Other NEOs (as shown in the left axis) against (ii) Revenue and (iii) Net Loss on the right axis, for each Covered Year.
CAP is influenced by numerous factors, including but not limited to, the timing of new grant issuances and award vesting, share price volatility during the fiscal year, our mix of performance metrics and other factors. Because our executive compensation program incentivizes and rewards executives primarily through long-term incentives in the form of PSU and
RSU equity awards, CAP is most significantly impacted by changes in our stock price over the vesting period of the equity awards.
For a review of our financial performance measures, our process for setting executive compensation and how our executive compensation design reinforces our compensation philosophy, refer to “Executive Compensation—Compensation Discussion and Analysis.”
Most Important Performance Measures for Fiscal Year Ended January 31, 2024
The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking “compensation actually paid” to our CEO and Other NEOs for the fiscal year ended January 31, 2024 to Company performance:
| Performance Measure | What it Measures |
|---|---|
| ARR Growth (%) | Percentage growth in ARR over a given time period |
| Net New ARR ($) | The net change in ARR over a given time period |
| Non-GAAP Operating Income | Earnings we generate adjusted for non-cash or irregular expenses |
| Operating Cash Flow ($) | Cash generated by our regular operating activities |
| Revenue ($) | Revenue we generate through our subscriptions and services offerings |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.