mdb-20260513

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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MONGODB, INC.

(Name of Registrant as Specified In Its Charter)

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MongoDB, Inc.

1633 Broadway, 38th Floor

New York, New York 10019

Notice of Annual Meeting of Stockholders

To Be Held on June 30, 2026 at 10:00 a.m. Eastern Time

To the Stockholders of MongoDB, Inc.:

On behalf of our board of directors, it is our pleasure to invite you to attend the 2026 annual meeting of stockholders of MongoDB, Inc., a Delaware corporation.

The meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/MDB2026, originating from New York, New York, on Tuesday, June 30, 2026 at 10:00 a.m. Eastern Time. We believe hosting a virtual meeting enables expanded access for our stockholders, improved communication and cost savings, which in turn lead to increased stockholder attendance and participation from locations around the world. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. The record date for the meeting is May 1, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

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

The meeting will be held for the following purposes:

1.To elect three Class III directors, Archana Agrawal, Hope Cochran and Dwight Merriman, each to serve until our annual meeting of stockholders in 2029;

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, 2027;

4.To approve an amendment to our Amended and Restated Certificate of Incorporation to eliminate supermajority vote requirements; and

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

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

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our stockholders beginning on or about May 19, 2026.

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


			By Order of the Board of Directors

May 19, 2026			Andrew Stephens
			Chief Legal Officer and Secretary


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

Table of Contents


Questions and Answers			2
Board of Directors and Corporate Governance			8
Proposal 1 – Election of Directors			23
Information Regarding Director Nominees and Current Directors			24
Director Compensation			28
Proposal 2 – Approval, on a Non-binding Advisory Basis, of the Compensation of Our Named Executive Officers			31
Executive Officers			32
Executive Compensation			33
• Compensation Discussion and Analysis			33
• Compensation Committee Report			57
• Executive Compensation Tables			58
CEO Pay Ratio			65
Pay Versus Performance			66
Equity Compensation Plan Information			72
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm			73
Proposal 4 – Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Eliminate Supermajority Vote Requirements			75
Audit Committee Report			77
Security Ownership of Certain Beneficial Owners and Management			78
Delinquent Section 16(a) Reports			80
Other Matters			81
Annex A: Certificate of Amendment of the Amended and Restated Certificate of Incorporation of MongoDB, Inc.			82


Oversight	Board of Directors & Board Committees	Oversee the implementation of our mission, vision, and values across all aspects of our Company. Review significant ESG goals, risks, opportunities, achievements, and strategy, including climate, sustainability, employee health and safety and human capital management.
Management	Executive Team	Integrates ESG into the overall business strategy and risk management process. Collaborates with the board to implement ESG strategies, monitor performance, and ensure alignment with our overall strategic goals.
	ESG Steering Committee	Strategizes and advises the Executive Team on sustainability initiatives and collaborative efforts on key areas of focus. Measures progress through updates from our Chief Legal Officer and other members of the ESG Steering Committee.
Implementation	ESG Operating Group	Executes strategic initiatives supporting the Company's focus on ESG-related issues. Responsible for the day-to-day progress of ESG initiatives developed by the ESG Working Group.
	ESG Working Group	Maintains enterprise sustainability and ESG strategies through consistent monitoring of MongoDB initiatives, developments in regulations, reporting standards and stakeholder feedback.


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


Name	Age	Position/Office Held With MongoDB
Class I directors, nominees for election at the 2027 Annual Meeting of Stockholders
Roelof Botha(1)	52	Director
Dev Ittycheria	59	Director and former President and Chief Executive Officer
Ann Lewnes(3)(7)	64	Director
Chirantan Desai	55	President, Chief Executive Officer and Director
Class II directors whose terms expire at the 2028 Annual Meeting of Stockholders
Francisco D'Souza(3)(4)(5)	57	Director
Charles M. Hazard, Jr.(1)(5)(6)(7)	58	Director
Tom Killalea(3)(5)(8)	58	Chairperson of the Board
Class III directors whose terms expire at the 2026 Annual Meeting of Stockholders
Archana Agrawal(3)	48	Director
Hope Cochran(1)(2)	54	Director
Dwight Merriman(7)	57	Co-Founder and Director


Compensation Element		Annual Cash Retainer ($)(1)
Annual Retainer		40,000
Non-Executive Chairperson Retainer		20,000
Committee Chair Retainer	Audit	25,000
	Compensation	15,000
	Nominating and Corporate Governance	10,000
	Security	10,000
Non-Chair Committee Retainer	Audit	10,000
	Compensation	7,500
	Nominating and Corporate Governance	4,000
	Security	4,000


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)	Total ($)
Archana Agrawal	47,500	237,289(2)	284,789
Roelof Botha	50,000	237,289(2)	287,289
Hope Cochran	65,000	237,289(2)	302,289
Francisco D’Souza	59,000	237,289(2)	296,289
Charles M. Hazard, Jr.	64,000	237,289(2)	301,289
Tom Killalea	81,500	237,289(2)	318,789
Ann Lewnes	51,500	237,289(2)	288,789
Dwight Merriman	44,000	237,289(2)	281,289


Name	Total RSUs Held	Total Options Held
Archana Agrawal	1,130	—
Roelof Botha	1,130	—
Hope Cochran	1,130	7,833
Francisco D'Souza	1,130	—
Charles M. Hazard, Jr.	1,130	—
Tom Killalea	1,130	—
Ann Lewnes	1,513	—
Dwight Merriman	1,130	—


Compensation Element		FY2026 Fee or Equity Amounts ($)	FY2027 Fee or Equity Amounts ($)
Annual Retainer		40,000	40,000
Non-Executive Chairperson Retainer		20,000	60,000
Committee Chair Retainer	Audit	25,000	30,000
	Compensation	15,000	20,000
	Nominating and Corporate Governance	10,000	12,000
	Security	10,000	12,000
Non-Chair Committee Retainer	Audit	10,000	12,000
	Compensation	7,500	10,000
	Nominating and Corporate Governance	4,000	6,000
	Security	4,000	6,000
Initial Equity Grant		460,000	520,000
Annual Equity Grant		230,000	260,000


			Chairperson
ü			Member

SEC Form DEF 14A filed by MongoDB Inc.