MONGODB INC CLASS A (MDB)
Sector: Information Technology
2026 Annual Meeting Analysis
MONGODB INC CLASS A · Meeting: June 30, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors
Agrawal has served since August 2019 and brings deep software industry expertise; MDB's 3-year return of +21.2% outperforms the peer group median by +22.7 percentage points, well below the 65pp threshold needed to trigger a no vote, and no overboarding, attendance, or independence concerns are present.
Cochran has served since December 2016, chairs the audit committee, and qualifies as a financial expert; MDB's strong relative TSR performance clears all policy thresholds, and she holds only one other public board seat (Hasbro), so no overboarding concern applies.
Merriman has served since July 2020 as a co-founder with deep company and industry knowledge; MDB's 3-year outperformance versus the peer group median (+22.7pp) is far below the 65pp trigger threshold, and no overboarding or independence issues are present.
All three Class III nominees pass every policy screen: MDB's 3-year price return of +21.2% outperforms the compensation peer group median by +22.7 percentage points, which is well below the 65pp threshold required to trigger an against vote under the strong-positive TSR tier. No director is overboarded, attendance was above 75% for all, and each has relevant qualifications supported by a disclosed board skills matrix.
Say on Pay
✓ FORCEO
Dev Ittycheria
Total Comp
$15,843,345
Prior Support
82%%
Prior-year say-on-pay support was approximately 82%, comfortably above the 70% threshold that would require remediation. The compensation program is heavily weighted toward variable, long-term equity awards — the proxy discloses that 94.5% of the former CEO's reported pay and 99.6% of the new CEO's reported pay consisted of long-term equity incentives, far exceeding the 50-60% variable pay requirement. MDB's 3-year stock return of +21.2% outperforms the peer group median by +22.7 percentage points, demonstrating that above-benchmark incentive pay is supported by strong shareholder returns, and the company maintains robust clawback policies covering both financial restatements and executive misconduct.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$4,173,800
Non-Audit Fees
$537,910
Non-audit fees (audit-related fees of $86,200 + tax fees of $449,710 + other fees of $2,000 = $537,910) represent approximately 12.9% of core audit fees ($4,173,800), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a ~$27B market cap company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material financial restatements are identified in the filing.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Eliminate Supermajority Vote Requirements
This is a board-proposed charter amendment that would remove supermajority voting requirements, which currently make it harder for ordinary shareholders to pass important measures — typically requiring two-thirds or more of all shares rather than a simple majority. Eliminating supermajority requirements is a mainstream governance improvement that gives shareholders a more meaningful voice and is broadly supported by institutional investors. The policy supports charter amendments that improve governance relative to the current baseline, and this proposal clearly does so.
Overall Assessment
The 2026 MongoDB annual meeting ballot contains four proposals: election of three Class III directors (all recommended FOR given strong relative TSR performance and clean governance profiles), ratification of PwC as auditor (recommended FOR with non-audit fees at a modest 12.9% of audit fees), a say-on-pay vote (recommended FOR given 82% prior-year support, heavily performance-weighted pay structure, and strong stock outperformance versus peers), and a board-proposed charter amendment to eliminate supermajority voting requirements (recommended FOR as a clear shareholder-friendly governance improvement). No significant policy concerns were identified across the ballot.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing