Prepared by R.R. Donnelley Financial -- EX-10.20




 Exhibit 10.20 

MOBILEIRON, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

ADOPTED: APRIL 17, 2014 

EFFECTIVE DATE:
[                    ] [    ], 2014 

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of MobileIron, Inc.
(“MobileIron”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director
Compensation Policy”) for his or her Board service following the closing of the initial public offering of the common stock of MobileIron (the “IPO”). 

The Director Compensation Policy will be effective upon the date (the “Effective Date”) of the underwriting agreement between
MobileIron and the underwriters managing the initial public offering of the common stock of MobileIron (the “Common Stock”), pursuant to which the Common Stock is priced in the IPO. The Director Compensation Policy may be
amended at any time in the sole discretion of the Board or the Compensation Committee of the Board. 
 Annual Cash Compensation 

The annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in
which the service occurred. If an Eligible Director joins the Board or a committee of the Board (“Committee”) at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will
be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments thereafter. All annual cash
retainer fees are vested upon payment. 
  

	1.	Annual Board Service Retainer: $25,000 

  

	2.	Annual Committee Chair Service Retainer:1 

  

	 	a.	Chairman of the Audit Committee: $10,000 

  

	 	b.	Chairman of the Compensation Committee: $10,000 

  

	 	c.	Chairman of the Nominating & Corporate Governance Committee: $10,000 

  

	3.	Annual Committee Member Service Retainer: 

  

	 	a.	Member of the Audit Committee: $6,000 

  

	 	b.	Member of the Compensation Committee: $6,000 

  

	 	c.	Member of the Nominating & Corporate Governance Committee: $6,000 

  

	1 	Eligible Directors who serve as a Committee Chair will not receive the annual retainer for service as a member on such Committee. 


  
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 Equity Compensation 

The equity compensation set forth below will be granted under the MobileIron, Inc. 2014 Equity Incentive Plan (the “Plan”), subject to
stockholder approval of the Plan, and will be documented on the applicable form of equity award agreement most recently approved for use by the Board (or a duly authorized committee thereof) for Eligible Directors. All stock options granted under
the Director Compensation Policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, and a term of ten years from
the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan). 
 1. Initial Option Grant:
On the date of an initial election to the Board (or, if such date of initial election is not a market trading day, the first market trading day thereafter) of an Eligible Director who is elected following the Effective Date (a “Post-IPO
Director”), the Post-IPO Director automatically will be granted, without further action by the Board or Compensation Committee of the Board, a stock option to purchase 46,428 shares of Common Stock (subject to Section 9(a) of the
Plan relating to Capitalization Adjustments (as defined in the Plan) after the adoption date of the Director Compensation Policy) (the “Initial Option Grant”). The Initial Option Grant will vest in a series of three equal
annual installments on each anniversary of the date of grant, such that the Initial Option Grant will be fully vested on the third anniversary of the date of grant, subject to the Post-IPO Director’s Continuous Service (as defined in the Plan)
on each applicable vesting date. In addition, in the event of a Change in Control or a Corporate Transaction (each, as defined in the Plan), any unvested portion of the Initial Option Grant will fully vest and become exercisable as of immediately
prior to the effective time of such Change in Control or Corporate Transaction, subject to the Post-IPO Director’s Continuous Service (as defined in the Plan) on the effective date of such transaction. For the sake of clarity, Eligible
Directors who are serving on the Board on the effective date of the IPO (a “Pre-IPO Director”) will not be awarded an Initial Option Grant upon the effective date of the IPO. 

2. Annual Option Grant: On the date of each MobileIron annual stockholder meeting held after the effective date of the IPO, each Pre-IPO Director
automatically, and without further action by the Board or Compensation Committee of the Board, will be granted a stock option to purchase shares having a grant date fair value equal to $125,000 computed in accordance with FASB ASC Topic 718 (Annual
Grant) (the “Annual Option Grant”). On the date of each MobileIron annual stockholder meeting held after the effective date of the IPO, commencing with the third annual meeting after the date of initial election of a Post-IPO
Director to the Board, such Post-IPO Director automatically, and without further action by the Board or Compensation Committee of the Board, will be granted an Annual Option Grant. Each Annual Option Grant will vest fully on the first anniversary of
the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on the vesting date. In addition, in the event of a Change in Control or a Corporate Transaction (each, as defined in the Plan), any unvested
portion of the Annual Option Grant will fully vest and become exercisable as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the Eligible Director’s Continuous Service (as defined in the
Plan) on the effective date of such transaction. 

  
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 Expenses 

The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and
participation in Board and/or Committee meetings; provided, that Eligible Directors timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in
effect from time to time. 
 Philosophy 
 The Director
Compensation Policy is designed to attract and retain experienced, talented individuals to serve on the Board. The Board anticipates that the Board, or a duly authorized committee thereof, will generally review Eligible Director compensation on an
annual basis following the IPO. The Director Compensation Policy, as amended from time to time, may take into account the time commitment expected of Eligible Directors, best practices and market rates in director compensation, the economic position
of MobileIron, broader economic conditions, historical compensation structure, the advice of the compensation consultant that the Compensation Committee or the Board may retain from time to time, and the potential dilutive effect of equity awards on
our stockholders. 
 Under the Director Compensation Policy, Eligible Directors receive cash compensation in the form of retainers to recognize their level
of responsibility as well as the necessary time commitment involved in serving in a leadership role and/or on Committees. Eligible Directors also receive equity compensation because we believe that stock ownership provides an incentive to act in
ways that maximize long-term stockholder value. Further, we believe that stock-based awards are essential to attracting and retaining talented Board members. When stock options are granted, these stock options will have an exercise price at least
equal to the Fair Market Value of Common Stock on the date of grant, so that stock options provide a return only if the Fair Market Value appreciates over the period in which the stock option vests and remains exercisable. We believe that the
vesting acceleration provided in the case of a Change in Control or other Corporate Transaction is consistent with market practices and is critical to attracting and retaining high quality directors. 

  
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