Roelof Botha
MongoDBAbout Roelof Botha
Roelof Botha (age 51) is an independent Class I director of MongoDB, Inc. (MDB) serving since December 2013; he is a Managing Partner at Sequoia Capital and formerly served as CFO of PayPal, Inc. . His education includes a B.S. in Actuarial Science, Economics and Statistics (University of Cape Town) and an M.B.A. (Stanford GSB) . He brings deep finance, technology, and public company board expertise and is designated an Audit Committee Financial Expert at MDB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequoia Capital | Partner/Managing Member; Managing Partner | 2003–present; Managing Partner since 2022 | Leadership of global VC operations |
| PayPal, Inc. | Chief Financial Officer | Mar 2000–Jan 2003 | Led finance at a public online payments company |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Natera, Inc. | Director | Since 2007 | Nominating & Governance Committee |
| Block, Inc. | Director | Since 2011 | Audit & Risk Committee; Compensation Committee |
| Unity Software, Inc. | Director | Since 2009 | Audit Committee |
| 23andMe, Inc. | Director (prior) | Sep 2017–Sep 2024 | — |
| Eventbrite | Director (prior) | 2009–Jun 2022 | — |
| Bird Global, Inc. | Director (prior) | 2018–Dec 2022 | — |
| Xoom Corporation | Director (prior) | 2005–Nov 2015 | — |
Board Governance
- Independence: MDB’s board determined Botha is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member; audit chaired by Hope Cochran; Botha designated an “audit committee financial expert” .
- Attendance: The board met 5 times in FY2025; each current director attended ≥75% of board/committee meetings (except Mr. McMahon, who left in 2024) .
- Board leadership: Independent Chairperson (Tom Killalea); roles of Chair and CEO are separate; Chair runs executive sessions and acts as liaison for independent directors .
- Risk oversight: Audit oversees major financial/compliance risks; a Security Committee was established in May 2024 for cyber/physical security; Compensation and Nominating committees oversee human capital/ESG/governance risks .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | Payable in cash or fully vested shares at director’s election |
| Audit Committee Member (non-chair) | $10,000 | Non-chair committee retainer |
| Meeting fees | None disclosed | Reimbursement of reasonable expenses provided |
| Actual Fees Earned FY2025 – Roelof Botha | $45,978 | Director elected share payments for part of year; paid per program |
Performance Compensation
- Director equity program: Annual RSU grant for incumbents valued at $215,000 (FY2025 policy), vesting on the earlier of first anniversary or next annual meeting; initial grant for new directors valued at $430,000 (FY2025 policy). Change-in-control: double-trigger vesting (termination in connection with change-in-control) .
- FY2025 program updates: Effective at the 2025 annual meeting, initial grant increased to $460,000 and annual grant to $230,000 .
- Actual FY2025 stock awards – Roelof Botha: $185,820 grant-date fair value of RSUs (June 25, 2024) .
Performance framework (executives, signals for board oversight):
| Company Performance Goal | Weight | FY2025 Attainment | Weighted Impact |
|---|---|---|---|
| Net New ARR | 35% | Below Target | 26.7% |
| Non-GAAP Operating Income | 30% | Above Target | 34.26% |
| Revenue | 35% | Below Target | 42.0% |
| Overall Corporate Achievement | — | 102.96% | 102.96% |
| Final Bonus Payout (Executives) | — | 105.9% of target | 105.9% |
- Pay practices: Clawbacks (Dodd-Frank 10D-1 restatement and misconduct), prohibition on hedging/pledging, double-trigger CoC vesting, limited perquisites, no tax gross-ups; annual say-on-pay approval in 2024 was ~88% .
Other Directorships & Interlocks
| Company | Relationship to MDB | Potential Interlocks/Conflicts |
|---|---|---|
| Block, Natera, Unity | External public boards | Multiple current public boards may increase time commitments; MDB reports no related-person transactions in FY2025 . |
| Prior boards (23andMe, Eventbrite, Bird, Xoom) | Historical roles | No MDB related-party ties disclosed; Audit Committee reviews related-party transactions . |
Expertise & Qualifications
| Skill/Qualification | Evidence |
|---|---|
| Finance/Accounting expertise | Audit Committee Financial Expert designation |
| Technology / Senior leadership | Board skills matrix highlights technology, senior leadership, risk management, public boards, finance/accounting for Botha |
| Education | B.S. (UCT); M.B.A. (Stanford GSB) |
| Venture/operating experience | Managing Partner at Sequoia; former PayPal CFO |
Equity Ownership
| Holder | Total RSUs Held (1/31/2025) | Total Options Held |
|---|---|---|
| Roelof Botha | 820 | — |
- Director stock ownership guidelines: Directors must hold ≥5x annual cash retainer within five years of joining or adoption; individual compliance status not disclosed by director, but guideline exists .
- Hedging/pledging: Prohibited for directors and employees .
Governance Assessment
- Strengths: Independent director with audit financial expert designation; active on MDB Audit Committee; robust clawbacks and hedging/pledging prohibitions; no related-person transactions in FY2025; independent chair structure; strong say-on-pay support (~88%) signals investor alignment .
- Compensation/Alignment: Director pay mixes cash retainer plus time-based RSUs; FY2025 RSU awards standard across non-employee directors; updated equity grant values indicate continued equity alignment .
- Engagement/Attendance: Board met 5 times; current directors (including Botha) attended ≥75% of board/committee meetings .
- RED FLAGS/Potential Risks: Overboarding/time-commitment risk due to multiple current public boards (MDB, Block, Natera, Unity), which may affect bandwidth, although independence affirmed and no related-party transactions disclosed .
- Overall: Governance structures and audit oversight, combined with independence and financial expertise, support board effectiveness and investor confidence; continued monitoring of time commitments and committee workload advisable .