Tom Killalea
MongoDBAbout Tom Killalea
Tom Killalea (age 57) has served on MongoDB’s board since December 2015 and as independent Chairperson since July 2019 . He is deemed independent under Nasdaq and SEC rules, with the board confirming no relationships that impair independent judgment . His background includes 16 years at Amazon as its first Chief Information Security Officer, leadership of infrastructure and distributed systems, and leadership of the Kindle Content Ecosystem; he holds a B.Ed. (National University of Ireland) and a B.S. in Computer Science (Trinity College Dublin) . He was re-elected as a Class II director at the June 30, 2025 annual meeting with 51,573,580 votes for and 6,217,016 withheld , and he attended greater than 75% of applicable board/committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon | First Chief Information Security Officer; led infrastructure and distributed systems; led Kindle Content Ecosystem | Not disclosed (16 years total) | Cybersecurity leadership and large-scale infrastructure; product ecosystem leadership |
| Carbon Black, Inc. (CBLK) | Director | Apr 2017 – Oct 2019 (until acquisition by VMware) | Board service during pre-acquisition period |
| Xoom Corporation (XOOM) | Director | Mar 2015 – Nov 2015 (until acquisition by PayPal) | Board service during acquisition period |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Akamai Technologies, Inc. | Director | Current | Public technology company (cloud services for content/app delivery) |
| Capital One Financial Corp. | Director | Current | Public bank holding company |
| Satellogic, Inc. | Director | Current | Public earth observation company |
| ACM Queue (Association for Computing Machinery) | Editorial Board | Current | Editorial board member |
Board Governance
- Board leadership: MongoDB separates Chairperson and CEO roles; as Chair, Killalea sets agendas with the CEO, moderates independent director executive sessions, serves as liaison to management, and is available for stockholder consultation .
- Independence: The board determined Killalea is independent under SEC and Nasdaq standards; 9 of 10 current directors are independent .
- Committees (as of May 8, 2025): Chair, Security Committee; Member, Compensation; Member, Nominating & Corporate Governance .
- Committee mandates: The Security Committee (chaired by Killalea) oversees cybersecurity and physical security risk, incident reviews, program effectiveness, business continuity/cyber incident response, and evolving regulatory developments .
- Meetings/attendance: FY2025 meetings—Audit 7; Compensation 5; Nominating & Corporate Governance 4; Security 3 . Each current director attended >75% of board/committee meetings; all attended the 2024 annual meeting (except a departing director) .
- Election result (2025): Killalea re-elected with 51,573,580 For; 6,217,016 Withheld; 9,590,233 broker non-votes .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board Retainer | $40,000 | Payable in cash or fully vested shares at director election |
| Non-Executive Chair Retainer | $20,000 | Incremental to annual retainer |
| Committee Chair Retainer | Audit: $25,000; Compensation: $15,000; Nominating & Governance: $10,000; Security: $10,000 | Applies to designated chairs |
| Non-Chair Committee Retainer | Audit: $10,000; Compensation: $7,500; Nominating & Governance: $4,000; Security: $4,000 | Per committee membership |
| FY2025 Director Compensation (Year Ended 1/31/2025) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Tom Killalea | 74,380 | 185,820 | 260,200 |
- Directors may elect to receive cash fees in shares; several directors elected shares for 1H FY2025 (Killalea not listed among those electing shares) .
- No meeting fees; reasonable expense reimbursement is provided .
Performance Compensation
| Equity Element | Value/Grant | Vesting | Change-in-Control Treatment | Notes |
|---|---|---|---|---|
| Annual RSU Grant (FY2025) | $215,000 policy value; award to Killalea on June 25, 2024 with grant-date fair value $185,820 | Vests on earlier of 1-year from grant or next annual meeting, subject to service | Unvested director RSUs fully vest upon termination in connection with a change in control (double-trigger) | Program design per non-employee director compensation policy |
| Initial RSU Grant (new directors) | $430,000 policy value (revised to $460,000 effective 2025 annual meeting) | Three equal annual installments | Same as above | Increase to $460,000 approved Feb 2025 |
| Annual RSU Grant (go-forward) | Increased to $230,000 effective 2025 annual meeting | As above | As above | Approved with consultant input (Semler Brossy) |
No performance-conditioned metrics apply to director equity; awards are time-based RSUs intended to align with stockholders .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Akamai Technologies, Inc. | Director | Not identified as a related-party transaction; Audit Committee reviews any related-party dealings (none reported in FY2025) |
| Capital One Financial Corp. | Director | Not identified as a related-party transaction; none reported in FY2025 |
| Satellogic, Inc. | Director | Not identified as a related-party transaction; none reported in FY2025 |
- Related-party transactions: The company reported no related-person transactions in FY2025; any such transactions require Audit Committee approval under policy .
Expertise & Qualifications
- Board skills matrix attributes Killalea with Technology, Cybersecurity/Information Security/Privacy, Senior Leadership, Public Company Boards, and Risk Management experience .
- Biography highlights deep expertise in product development, digital innovation, customer experience, and security from Amazon leadership roles .
Equity Ownership
| Beneficial Ownership (as of May 1, 2025) | Amount |
|---|---|
| Total Beneficially Owned Shares | 101,163; represents less than 1% of outstanding shares |
| Ownership Breakdown | 30,343 shares directly; 50,000 options exercisable within 60 days; 5,000 shares each held by UAISLE, BREOGA, CEANSA, AOGALL Trusts (total 20,000) for benefit of his children; 820 shares issuable upon RSU vesting within 60 days |
| Unvested RSUs Held (1/31/2025) | 820 |
| Options Held (1/31/2025) | 50,000 |
- Hedging/pledging: Company policy prohibits hedging and pledging of MongoDB securities by directors, employees, and consultants .
- Director stock ownership guidelines: Non-employee directors must hold at least 5x the annual cash board retainer within five years of joining the board (or adoption) .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay (advisory) | ~88% support of votes cast in favor |
| 2025 Say-on-Pay (advisory) | 47,508,442 For; 10,120,841 Against; 161,313 Abstentions; 9,590,233 Broker Non-Votes |
| 2025 Election of Tom Killalea | 51,573,580 For; 6,217,016 Withheld; 9,590,233 Broker Non-Votes |
Compensation Committee Analysis (Director’s Role)
- Membership: Killalea serves on the Compensation Committee, chaired by Francisco D’Souza; all members are independent/non-employee directors .
- Consultant: The Compensation Committee engages Semler Brossy as independent consultant (also used to review director compensation design/competitiveness) .
- Scope: Oversees executive pay, risk assessment of compensation, director compensation recommendations, and elements of human capital/ESG coordination .
Risk Indicators & Controls
- Related-party transactions: None reported in FY2025 .
- Section 16(a) compliance: The company noted one late Form 4 for another director (Merriman); no issue identified for Killalea .
- Hedging/pledging: Prohibited for directors (mitigates misalignment risk) .
- Cybersecurity oversight: As Security Committee Chair, Killalea leads quarterly cybersecurity risk oversight; MDB reports no cybersecurity event with material impact to date .
Governance Assessment
-
Strengths:
- Independent Chair with defined responsibilities and majority-independent board enhances oversight .
- Deep cybersecurity/operational expertise aligns with MDB’s risk profile; Security Committee has robust remit and cadence .
- Strong attendance and recent re-election support signal investor confidence .
- No related-party transactions and strong insider trading (anti-hedging/pledging) policies reduce conflict risk .
-
Watchpoints:
- Multiple external public boards (Akamai, Capital One, Satellogic) increase time demands; monitor for any evolving interlocks or related-party transactions (none in FY2025) .
- Director equity grant values were increased in 2025 (Annual RSU to $230,000; Initial to $460,000) which may elevate pay levels—continue to monitor alignment and shareholder feedback .