Michael Berry
MongoDBAbout Michael Berry
Michael Berry, 62, is the Chief Financial Officer of MongoDB, effective May 27, 2025. He holds a BA in Finance from Augsburg College and an MBA in Finance from the University of St. Thomas, and is a seven-time CFO with prior roles at NetApp, McAfee, FireEye, and Informatica; he also serves on Rapid7’s board as Audit Committee Chair . MongoDB’s executive bonus program ties payouts to company performance on Net New ARR, Non‑GAAP Operating Income, and Revenue; for FY2025, overall corporate achievement was 102.96% and the final payout was 105.9%, illustrating pay-for-performance alignment that Berry will operate within as CFO . MongoDB maintains clawback policies compliant with Rule 10D‑1 and prohibits hedging and pledging of company stock, reinforcing compensation-risk controls for all executive officers, including the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NetApp, Inc. | EVP & Chief Financial Officer | Mar 2020 – May 2025 | Led finance through cloud transition; multi‑year CFO tenure at scaled software infrastructure company |
| McAfee | EVP & Chief Financial Officer | Feb 2017 – Mar 2020 | CFO during cybersecurity platform evolution and corporate transitions |
| Informatica | EVP & Chief Financial Officer | Nov 2014 – Sep 2015 | CFO at enterprise data management leader through strategic change |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rapid7, Inc. | Director; Chair, Audit Committee | Nov 2012 – present | Governance and audit oversight at public cybersecurity company |
Fixed Compensation
| Component | Value / Terms | Source |
|---|---|---|
| Base Salary | $350,000 per year | |
| Target Bonus | 65% of base salary (cash bonus opportunity) | |
| New‑Hire RSU Grant | ~$9,000,000 grant-date value | |
| Sign‑On RSU Grant | ~$3,000,000 grant-date value | |
| RSU Vesting | 4 years; 25% after 12 months from vesting start date, then equal quarterly installments over 12 quarters | |
| Indemnification Agreement | Company’s standard form (filed as Exhibit 10.5 to S‑1) | |
| Offer Letter Filing | To be filed with Quarter ended April 30, 2025 10‑Q |
Performance Compensation
| Metric | Weighting | Target Basis | FY2025 Attainment | Weighted Impact | Notes |
|---|---|---|---|---|---|
| Net New ARR | 35% | Company operating plan | Below Target | 26.7% | Part of annual corporate goals |
| Non‑GAAP Operating Income | 30% | Company operating plan | Above Target | 34.26% | Demonstrates efficiency focus |
| Revenue | 35% | Company operating plan | Below Target | 42.0% | Growth metric tied to payout |
| Overall Corporate Achievement | — | Aggregate of metrics | 102.96% | — | Board reviewed and finalized in Q1 FY2025 |
| Final Payout | — | Program result | 105.9% | — | Executives may elect equity in lieu of cash via Senior Leadership Equity Bonus Program |
Equity Ownership & Alignment
- Stock ownership guidelines require the CFO to hold MongoDB stock valued at 3x base salary within five years of becoming an executive; based on Berry’s disclosed base salary, the required ownership value is approximately $1,050,000 (3 × $350,000) .
- Hedging and pledging of MongoDB securities are prohibited for employees, directors, and consultants .
- Clawbacks: Mandatory recovery of incentive compensation in the event of a material restatement (three-year lookback), plus a discretionary misconduct recoupment policy that can reclaim up to 100% of bonus/incentive/equity-based compensation under defined triggers .
- Beneficial ownership for Berry was not disclosed in the 2025 proxy’s Security Ownership table (he is listed as incoming CFO) .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start Date | CFO effective May 27, 2025 | |
| At‑Will / Contract | Offer letter executed; detailed terms to be filed with Q1 FY2026 10‑Q | |
| Severance / CoC | Company-wide policy references double‑trigger CoC benefits (no single‑trigger vesting); NEO examples include salary continuation, prorated bonus at ≥ target/actual, and accelerated vesting (time‑based 100%; performance‑based at greater of target or actual) under defined conditions; no excise tax gross‑ups, Section 280G cutback applies | |
| Indemnification | Standard indemnification agreement executed | |
| Perquisites | Limited; cybersecurity services and related protections as needed | |
| Ownership Guidelines | 3x base salary value within five years of first becoming an executive | |
| Trading / Risk Policies | Insider trading policy; prohibition on hedging and pledging |
Compensation Committee Analysis
- Committee composition: Chair Francisco D’Souza; members Archana Agrawal, Tom Killalea, Ann Lewnes; all independent and non‑employee directors .
- Consultant: Semler Brossy engaged to advise on market practices, peer group design, burn rate/overhang, and target compensation; no conflicts identified .
- Peer group (FY2025): Ansys, Cloudflare, CrowdStrike, Datadog, DocuSign, Dynatrace, Elastic, Five9, HubSpot, New Relic, Okta, Snowflake, Trade Desk, Unity, Zscaler; FY2026 adjustments added Confluent and Samsara, removed Five9 and New Relic .
- Say‑on‑Pay: ~88% approval at the 2024 annual meeting, indicating shareholder support for compensation design .
Investment Implications
- Retention and alignment: A ~$12M RSU package with four-year, back‑weighted quarterly vesting is a strong retention mechanism and aligns Berry with long‑term equity value; monitor vesting calendars and potential 10b5‑1 plan disclosures for trading cadence as RSUs settle over time .
- Pay-for-performance framework: Annual bonus tied to Net New ARR, Non‑GAAP Operating Income, and Revenue with capped payouts and multi‑metric design mitigates risk; FY2025 payout at 105.9% underlines rigor yet responsiveness, which Berry inherits for CFO incentive alignment .
- Governance risk controls: Comprehensive clawbacks, prohibition on hedging/pledging, no excise tax gross‑ups, and double‑trigger CoC terms reduce shareholder‑unfriendly outcomes and limit misalignment risk .
- Ownership requirement: 3x salary stock ownership (≈$1.05M value) within five years drives meaningful skin‑in‑the‑game; track progress to guideline compliance as holdings disclosures emerge in future filings .
- Data caveat: Offer letter’s full severance/change‑in‑control terms for Berry were not included in the 8‑K and will be filed with the company’s 10‑Q; until published, apply company’s standard practices noted in the proxy as context rather than specifics for Berry .
Note: Attempt to fetch recent Form 4 insider transactions for “Berry” at MDB encountered an authorization error; monitor SEC filings for RSU settlements and any discretionary sales post‑vesting windows.