Dev Ittycheria
MongoDBAbout Dev Ittycheria
Dev Ittycheria, 58, is President, Chief Executive Officer, and a director of MongoDB (MDB); he has served on the board since September 2014. He holds a B.S. in Electrical Engineering from Rutgers University. He is not an independent director at MDB due to his executive role. He also serves as Lead Independent Director on Datadog’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MongoDB | President & CEO; Director | Since Sep 2014 | CEO; director (Class I) |
| OpenView Venture Partners | Managing Director | Oct 2013 – Sep 2014 | Investment leadership |
| Greylock Partners | Venture Partner | Feb 2012 – Jun 2013 | Early-stage/venture operating advisor |
| BMC Software | President, Enterprise Management | Apr 2008 – Feb 2010 | Ran enterprise management post-acquisition of BladeLogic |
| BladeLogic (co‑founder) | Chief Executive Officer | Pre-2008 to acquisition by BMC | Built and led high-growth software business |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Datadog, Inc. | Lead Independent Director | Current | Public company directorship; lead independent role |
| Bazaarvoice, Inc. | Director | Jan 2010 – Aug 2014 | Public company (prior) |
| athenahealth, Inc. | Director | Jun 2010 – Feb 2019 | Public company (prior) |
| AppDynamics, Inc. | Director | Mar 2011 – Mar 2017 | Acquired by Cisco (prior) |
| DataRobot, Inc. | Director | Dec 2021 – Mar 2024 | Private company (prior) |
| Altimeter Growth Corp. | Director | Oct 2020 – Dec 2021 | SPAC (prior) |
Board Governance
- Independence and role: Not independent (MDB CEO); separate Chair and CEO structure in place with Tom Killalea as independent Chair. Committees are 100% independent.
- Committee assignments: None (not listed on Audit, Compensation, Nominating & Governance, or Security committees).
- Attendance: Board met 5 times in FY2025; each current director attended >75% of board/committee meetings (ex‑McMahon who departed in 2024).
- Risk and security oversight: Security Committee established in May 2024 for cyber/physical security; board and committees oversee ERM, cybersecurity, and compliance.
- Say‑on‑pay and voting outcomes: 2025 say‑on‑pay approved (For 47,508,442; Against 10,120,841); annual say‑on‑pay frequency supported (56,732,309 votes for 1‑year). 2024 say‑on‑pay received ~88% support.
- Governance change: Stockholders approved officer exculpation amendment limiting certain officer duty‑of‑care monetary liability as permitted by Delaware law.
Fixed Compensation
| Element | FY2025 Value | Notes |
|---|---|---|
| Base Salary | $500,000 | Increased from $400,000 in FY2024. |
| Target Bonus (%) | 70% of base | Target $350,000. |
| Actual Annual Bonus Earned | $370,685 equivalent | Earned at 105.9% of target; elected equity settlement (PSUs) under Senior Leadership Equity Bonus Program. |
| Perquisites/Other | $296,975 | Includes $271,542 residential security enhancements; ~$24,792 cybersecurity services; voucher gross‑up. |
Performance Compensation
- Long‑term equity (annual program mix): 50% PSUs, 50% RSUs; multi‑year vesting.
- FY2025 Grants (March 22, 2024): RSUs 20,683 ($7,352,807 grant date FV); PSUs 20,683 ($7,352,807 grant date FV). RSUs vest quarterly over 4 years from Apr 1, 2024; PSUs have a one‑year performance period then three‑year ratable vesting beginning after performance certification.
- Bonus equity election (Senior Leadership Equity Bonus Program): Elected in lieu of cash; target 949 PSUs, 1,005 earned at 105.9% payout.
Performance metric tables:
Annual Bonus (FY2025)
| Metric | Weight | Attainment | Payout Impact |
|---|---|---|---|
| Net New ARR | 35% | Below Target | 26.7% weighted impact |
| Non‑GAAP Operating Income | 30% | Above Target | 34.26% weighted impact |
| Revenue | 35% | Below Target | 42.0% weighted impact |
| Overall Payout | — | 102.96% | Final bonus payout 105.9% after accelerators |
PSUs (FY2025 Earn‑Out Determination)
| Metric | Weight | Attainment | Final PSU Earn‑Out |
|---|---|---|---|
| ARR Growth | 70% | Below Target | 82% overall |
| Operating Cash Flow | 30% | Above Target | 82% overall |
Key policies and provisions:
- Double‑trigger CoC vesting; no single‑trigger vesting.
- Clawbacks: Dodd‑Frank restatement policy and separate misconduct recoupment policy.
- No excessive tax gross‑ups; hedging and pledging prohibited.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Datadog, Inc. – Lead Independent Director. |
| Prior public boards | Bazaarvoice; athenahealth; AppDynamics (acquired); Altimeter Growth Corp. |
| Related‑party transactions | None in FY2025. |
| Compensation committee interlocks | Compensation Committee consists solely of independent directors; no interlocks involving Ittycheria disclosed. |
Expertise & Qualifications
- Board skills matrix identifies strengths in Technology, Senior Leadership, Public Company Boards, and Finance/Accounting.
- Built and led high‑growth software businesses (BladeLogic; BMC leadership); extensive public board experience; engineering background.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 204,175 shares | 191,144 direct + 13,031 options exercisable within 60 days; <1% of outstanding. |
| Options (exercisable) | 13,031 (within 60 days) | Part of beneficial tally; legacy grant: 21,366 options @ $6.50 expiring 4/13/2026. |
| Unvested RSUs (selected grants) | 1,601 (2/26/21); 6,108 (3/11/22); 18,863 (3/24/23); 16,805 (3/22/24) | Market values provided at $273.32 as of 1/31/25 in proxy table. |
| Unvested PSUs (selected grants) | 22,468 (3/24/23; at 151% FY2024 achievement), 20,683 (3/22/24; 82% FY2025 achievement); plus bonus PSU entries (475 and 475) | Award‑specific achievements disclosed per grant footnotes. |
| Pledging/Hedging | Prohibited by policy. | |
| Ownership guidelines | CEO: 5x base salary stock ownership guideline. |
Employment & Contracts (Severance / CoC)
- Without cause / Good Reason (non‑CoC): 12 months salary; 12 months company‑paid health coverage.
- CoC + qualifying termination (double‑trigger): 12 months salary; 12 months target bonus; 100% acceleration of time‑based equity; performance awards vest at greater of target or actual performance.
- Potential CoC payments (illustrative as of 1/31/25): Salary $500,000; Bonus $525,000; Accelerated equity $25,723,785; Insurance $35,971; Total $26,784,756.
Director Compensation
Not applicable—Mr. Ittycheria receives no additional compensation for board service as he is an employee director.
Governance Assessment
- Strengths: Independent board leadership (separate Chair/CEO), fully independent committees, strong risk and cybersecurity oversight, formal clawbacks, stock ownership guidelines, prohibition on hedging/pledging, and double‑trigger CoC vesting—all aligned with investor expectations.
- Alignment and incentives: High proportion of at‑risk, equity‑based compensation (CEO long‑term equity dominated), adoption of PSUs with ARR Growth and Operating Cash Flow performance metrics, and bonus metrics tied to Net New ARR, Revenue, and Non‑GAAP Operating Income.
- Shareholder signals: Consistent say‑on‑pay support (88% in 2024); 2025 say‑on‑pay approved and annual frequency affirmed. Officer exculpation amendment approved, consistent with widespread Delaware practice but reduces officer duty‑of‑care monetary exposure.
- Potential watch items: Material personal security/perimeter spend for CEO ($271,542) and centralized annual meeting Q&A directed to CEO per meeting rules; neither constitutes a related‑party transaction and both are disclosed as security/meeting practices. No related‑party transactions disclosed in FY2025.