Dwight Merriman
MongoDBAbout Dwight Merriman
Dwight Merriman (age 56) is a co-founder of MongoDB and has served as an independent director since July 2020. He holds a B.S. in Systems Analysis and Computer Science from Miami University and previously co-founded DoubleClick (CTO for 10 years), Business Insider, and Gilt Groupe, bringing deep technology and entrepreneurial credentials to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DoubleClick | Co-Founder, Chief Technology Officer | ~10 years | Led technology; scaled ad-tech infrastructure |
| Business Insider | Co-Founder | N/A | Media/tech entrepreneurship |
| Gilt Groupe | Co-Founder | N/A | E-commerce entrepreneurship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (public company boards) | — | — | — |
| No current public company directorships or committee roles were disclosed for Merriman in MDB’s proxy . |
Board Governance
- Board class/term: Class III director; term expires at the 2026 Annual Meeting .
- Independence: The board determined Merriman is independent under SEC and Nasdaq rules .
- Committee assignments: Member, Security Committee (Chair: Tom Killalea). Not a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Committee activity: FY2025 meetings—Audit (7), Compensation (5), Nominating & Corporate Governance (4), Security (3). Merriman’s committee service pertains to Security Committee (3 meetings) .
- Attendance: During FY2025, the board disclosed directors attended greater than 75% of board and committee meetings, except for one departing director; MDB maintains annual evaluations and governance controls .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $38,739 | Annual cash fees payable in cash or fully vested shares, based on VWAP of prior 30 trading days; paid June 25, 2024 (1H) and June 30, 2025 (2H) at director election . |
| Annual Board Retainer (policy) | $40,000 | Eligible cash fees schedule effective at 2024 annual meeting . |
| Security Committee Member Retainer (policy) | $4,000 | Non-chair committee retainer . |
Notes: Non-employee directors may elect shares in lieu of cash; per MDB policy, retainers are set per committee membership and chair roles .
Performance Compensation
| Grant Type | Grant Date | Policy Target Value | ASC 718 Grant Date Fair Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Annual RSU Grant | June 25, 2024 | $215,000 | $185,820 | Vests on the earlier of 1-year anniversary or next annual meeting, subject to continued service | Unvested Initial/Annual Grants fully vest upon termination in connection with a change-in-control (double trigger) . |
| Program Change (effective 2025 meeting) | — | Annual RSU increases from $215,000 to $230,000 | — | — | — |
| Initial RSU Grant (for new directors) | — | $430,000 → $460,000 (effective 2025 meeting) | — | Vest in three equal annual installments | Acceleration upon termination in connection with change-in-control |
- Compensation design: MDB pays directors with a mix of cash and time-based RSUs; directors can elect to receive cash retainers in stock; MDB uses an independent consultant (Semler Brossy) to review competitiveness and regularly adjusts grant values .
- Hedging/pledging: Prohibited by MDB’s insider trading policy, applying to directors and employees, reinforcing alignment and risk controls .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed in proxy . |
No related-party transactions involving Merriman are disclosed; the Audit Committee reviews related-party transactions as part of its charter .
Expertise & Qualifications
- Board skills: Technology (ü), Cybersecurity/Information Security/Privacy (ü), Senior Leadership (ü). Public company board service not indicated for Merriman in the skills matrix .
- Background: Co-founder/CTO track record in ad-tech and consumer tech; entrepreneur across multiple high-growth tech firms .
Equity Ownership
| Holder/Source | Shares | Notes |
|---|---|---|
| Beneficial Ownership (total) | 1,713,747 | 2.1% of common stock outstanding . |
| Direct | 1,108,186 | Shares owned directly . |
| Dwight A. Merriman 2012 Trust | 520,896 | For benefit of his children . |
| Dwight A. Merriman Charitable Foundation | 83,845 | Delaware nonstock nonprofit corporation . |
| RSUs (vesting within 60 days of May 1, 2025) | 820 | Unvested RSUs held as of Jan 31, 2025: 820 . |
- Ownership alignment: Director stock ownership guidelines require at least 5× annual cash board retainer within five years; Merriman’s holdings significantly exceed guideline thresholds .
- Pledging/hedging: MDB prohibits pledging and hedging; no pledging by Merriman is disclosed .
Governance Assessment
- Independence and oversight: Merriman is independent and serves on the Security Committee, which oversees cybersecurity and physical security risk, incident response, and benchmarking against best practices—an increasingly material governance domain for MDB’s cloud and data platform .
- Alignment: Significant beneficial ownership (2.1%) and equity-based director compensation with time-based vesting promotes long-term orientation; MDB’s prohibition on hedging/pledging and director ownership guidelines further strengthen alignment .
- Compensation mix: FY2025 director compensation comprised $185,820 in RSUs and $38,739 cash ($224,559 total), indicating a heavily equity-weighted mix that aligns with shareholder outcomes .
- Attendance/engagement: The board disclosed >75% attendance across directors (except one departing director); Merriman’s committee workload is focused on security (3 meetings in FY2025), consistent with his technology/cyber credentials .
- RED FLAGS and risk indicators:
- One late Form 4 for Merriman due to administrative delay; the company reported timely Section 16 filings otherwise, minimizing regulatory risk signal .
- No disclosed related-party transactions, loans, hedging/pledging, or tax gross-ups involving directors; MDB uses double-trigger vesting, maintains clawbacks (executives), and runs annual say-on-pay (88% approval in 2024), supporting governance quality .
Overall investor confidence signals: Strong alignment via substantial ownership and equity-heavy compensation; independence status and cyber risk oversight responsibilities enhance board effectiveness. Limited red flags (single late Form 4) and robust governance policies (ownership guidelines, hedging/pledging bans, double-trigger vesting) support confidence in Merriman’s board role .