Francisco D’Souza
MongoDBAbout Francisco D’Souza
Francisco D’Souza (age 56) has served on MongoDB’s board since November 2019. He is Managing Partner and Co‑Founder of Recognize Partners; previously co‑founded Cognizant and was CEO (2007–2019) and Vice Chair (2018–2020), overseeing revenue growth from $1.4B (2006) to $16.1B (2018) and headcount from 39k to 282k. He holds a B.B.A. from the University of Macau and an MBA from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognizant Technology Solutions | Co‑Founder; Chief Executive Officer; Vice Chairman | CEO Jan 2007–Mar 2019; Vice Chair Jun 2018–Mar 2020 | Oversaw 10x revenue growth (2006–2018) and 7x headcount, inclusion in Fortune 200 |
| General Electric Company | Director | Feb 2013–May 2023 | Board service at GE; concluded May 2023 |
| Cognizant (Board) | Director | Jan 2007–Mar 2020 | Board service at Cognizant |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Recognize Partners | Managing Partner & Co‑Founder | Nov 2019–present | Technology investment platform |
| Banco Santander | Tech‑focused international advisory board; Senior Advisor | Ongoing | Advisory role to Santander’s tech efforts |
| Ciklum (private) | Chairman of the Board | Ongoing | As disclosed by Recognize/Indiaspora profiles |
| TORC (private) | Chairman | Ongoing | Per Indiaspora profile |
| Blend360 (private) | Director | Ongoing | Per external profiles |
Board Governance
| Item | Detail | Source |
|---|---|---|
| Independence | Board determined D’Souza is independent under SEC/Nasdaq rules | |
| Board Class/Term | Class II director; re‑elected June 30, 2025 to serve until 2028 annual meeting | |
| Committee Assignments | Compensation Committee Chair; Nominating & Corporate Governance Committee Member | |
| Board Meeting Attendance | All current directors attended >75% of board/committee meetings in FY2025 (except Mr. McMahon who departed in 2024) | |
| FY2025 Meetings Held | Audit 7; Compensation 5; Nominating & Governance 4; Security 3 | |
| Board Skills Matrix (selected) | Technology; Senior Leadership; Public Company Boards attributed to D’Souza |
Fixed Compensation (Director)
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual Board Retainer | $40,000 | Cash or fully‑vested shares at director’s election (30‑day VWAP basis) |
| Committee Chair Retainers | Audit $25,000; Compensation $15,000; Nominating & Governance $10,000; Security $10,000 | Cash or fully‑vested shares at election |
| Non‑Chair Committee Retainers | Audit $10,000; Compensation $7,500; Nominating & Governance $4,000; Security $4,000 | Cash or fully‑vested shares at election |
Reported director pay (FY ended Jan 31, 2025):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Francisco D’Souza | 54,978 | 185,820 | 240,798 |
Notes:
- Several directors, including D’Souza, elected to receive first‑half FY2025 cash fees in shares; shares are based on 30‑day VWAP prior to grant date (June 25, 2024 for H1 payments) .
Performance Compensation (Director Equity)
| Grant Type | Value | Vesting/Conditions | Comments |
|---|---|---|---|
| Initial RSU Grant (for new directors) | $430,000 (in effect FY2025); increased to $460,000 effective 2025 annual meeting | Vests in 3 equal annual installments, time‑based; may be settled in cash at company discretion | Values and structure per program |
| Annual RSU Grant (incumbent directors) | $215,000 (FY2025); increased to $230,000 effective 2025 annual meeting | Vests on earlier of first anniversary of grant or next annual meeting; time‑based | Time‑based only; no performance metrics for director equity |
| Change‑in‑Control Treatment | Unvested Initial/Annual RSUs fully vest upon termination of board service in connection with a change in control | Applies per 2016 Equity Incentive Plan definitions |
Program observations:
- Director equity is time‑based (no EPS/TSR/ESG metrics for directors). The Compensation Committee retained Semler Brossy for director pay review and approved 2025 increases to initial and annual grant values; no consultant conflicts identified .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Notes |
|---|---|---|
| MongoDB, Inc. | Director; Compensation Chair; Nominating & Governance Member | Independent; committee roles disclosed |
| General Electric (prior) | Director (2013–2023) | Prior public board; ended May 2023 |
| Cognizant (prior) | Director/Vice Chair (to 2020) | Prior affiliation; no current MDB related‑party transactions disclosed in FY2025 |
| Banco Santander | Tech advisory board/Senior Advisor | Advisory role; no related‑party transactions disclosed |
- Related‑party review: Company policy requires Audit Committee approval for related‑person transactions >$120k; “There were no related person transactions in fiscal year 2025” .
Expertise & Qualifications
- Technology operator/investor with global scale CEO experience; technology and senior leadership skills highlighted in board matrix .
- Public company governance experience (prior GE director; Cognizant board) .
- Education: B.B.A. University of Macau; M.B.A. Carnegie Mellon .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (as of May 1, 2025) | 6,235 shares (<1% of outstanding) |
| Beneficial Ownership Breakdown | 5,415 shares owned directly; 820 shares issuable upon RSU vesting within 60 days of May 1, 2025 |
| Unvested RSUs (as of Jan 31, 2025) | 820 RSUs; Options: none |
| Director Ownership Guidelines | Must hold ≥5x annual cash board retainer within 5 years of joining the board; adopted in 2019 |
| What Counts Toward Guidelines | Owned shares, jointly‑owned, trusts, vested deferred stock units, 401(k) shares, and vested time‑based RSUs not yet settled |
| Hedging/Pledging Policy | Hedging and pledging of company stock prohibited for directors |
Shareholder Voting Signals (2025 Annual Meeting)
| Item | For | Withheld/Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Francisco D’Souza (Class II) | 53,610,193 | 4,180,403 | — | 9,590,233 |
| Say‑on‑Pay (Advisory) | 47,508,442 | 10,120,841 | 161,313 | 9,590,233 |
Additional governance compliance:
- Section 16(a) filings: Company reports timely filings for FY2025 for officers/directors except one late Form 4 for a different director (Merriman); no issues cited for D’Souza .
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee and sits on Nominating & Governance—positions central to pay oversight, board refresh, and ESG coordination .
- Attendance threshold met; board met five times in FY2025, with active committee cadence (Comp: 5; N&G: 4) .
- Director pay mix emphasizes equity (time‑based RSUs) with optional share settlement for cash retainers, aligning interests; D’Souza elected share payment for first‑half FY2025 fees .
- Ownership alignment via guidelines (≥5x retainer) and anti‑hedging/pledging policy; beneficial ownership disclosed, unvested RSUs modest; no related‑party transactions in FY2025 .
- Shareholder support: strong “For” votes in 2025 re‑election; Say‑on‑Pay support indicates broader compensation design acceptance .
-
Watch‑items
- Director equity is time‑based (not performance‑conditioned); while common for directors, this reduces explicit performance‑linkage versus PSUs. Compensation Committee should continue rigorous CEO pay‑for‑performance oversight (committee report signed by D’Souza as Chair) .
- Multiple external roles (investing/advisory) warrant continued related‑party monitoring; current disclosures show no FY2025 related‑person transactions and independence affirmed .
Net assessment: D’Souza enhances board effectiveness through deep technology/operator expertise and active committee leadership. Alignment mechanisms (equity pay, share election, ownership guidelines, hedging/pledging ban) and absence of related‑party transactions underpin investor confidence, reinforced by strong re‑election support .