Class II Directors:
Karen Blasing(3) | |
67 | |
Director | | |
August 2019 | Merline Saintil (1) | | Member of the compensation and leadership development committee47 | | Director | | November 2020 | (2)Godfrey Sullivan (4) | | Chair of the nominating and corporate governance committee70 | | Director | | January 2020 |
(1)Member of the compensation and leadership development committee
(2)Chair of the nominating and corporate governance committee (3)Chair of the audit committee (4)Lead Independent Director, member of the nominating and corporate governance committee and member of the audit committee
Matthew Jacobson has served as a member of our board of directors since August 2018. Mr. Jacobson has served as a Partner at ICONIQ Capital and General Partner at ICONIQ Capital,Growth, an investment and venture capital firm where he has worked since September 2013. Mr. Jacobson serves on the board of directors of Datadog, Inc., a monitoring and data analytics company since July 2019, and served on the board of directors of Braze, Inc. a customer engagement platform company, sincefrom July 2017 to April 2023, and Sprinklr, Inc., an enterprise software company, sincefrom December 2014.2014 to December 2022. Additionally, Mr. Jacobson serves as chairman of the board of directors for Collibra NV and currently serves on the boards of a number of private technology companies, including BambooHR LLC, Collibra NV, Orca Security Ltd., RealtimeBoard Inc. dba Miro, and Relativity ODA LLC. Mr. Jacobson previously served on the board of directors of Twistlock Inc. from AugustJuly 2018 to July 2019 and as a shareholder representative for Adyen NV from September 2015 to June 2018. Prior to ICONIQ Capital, Mr. Jacobson held operating roles at Groupon and investing roles at Battery Ventures and Technology Crossover Ventures. He began his career as an investment banker at Lehman Brothers. Mr. Jacobson earned a B.S. in Finance and Management from The Wharton School of the University of Pennsylvania. We believe that Mr. Jacobson is qualified to serve as a member of our board of directors because of his executive leadership experience and extensive experience with the venture capital and technology industries.
Sytse Sijbrandij is our co-founder and has served as our Chief Executive Officer and a member of our board of directors since September 2014, and as Chair of our Boardboard of Directorsdirectors since March 2021. From January 2008 to August 2012, Mr. Sijbrandij served as a founder at Comcoaster, a software company. From August 2009 to January 2012, Mr. Sijbrandij also served as a part-time Software Architect at Ministerie van Justitie, the Dutch Ministry of Safety & Justice. From November 2003 to December 2007, Mr. Sijbrandij was the Operational Director at U-Boat Worx B.V., a recreational submersible company. Mr. Sijbrandij earned a B.S. and M.S.c. from the University of Twente in Management Science. We believe Mr. Sijbrandij is qualified to serve as a member of our board of directors because of the historical knowledge, operational expertise, leadership, and continuity that he brings to our board of directors as our co-founderco- founder and Chief Executive Officer.
Continuing Directors
The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and length of service on our board of directors as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
| | | | | | | | | | | | | | | | | | | | | Name of Director | | Age | | Position | | Director Since | Class II Directors: | | | | | | | Karen Blasing(1) | | 65 | | Director | | August 2019 | Merline Saintil(2) | | 45 | | Director | | November 2020 | Godfrey Sullivan(3)(4)* |
| 68 |
| Director |
| January 2020 | Class III Directors: | | | | | | | Sundeep Bedi(3) | | 48 | | Director | | August 2021 | Sue Bostrom(4)(5) | | 61 | | Director | | April 2019 |
| | | | | | * | Lead Independent Director | (1) | Chair of the audit committee | (2) | Member of the compensation and leadership development committee | (3) | Member of the audit committee | (4) | Member of the nominating and corporate governance committee | (5) | Chair of the compensation and leadership development committee |
Karen Blasinghas served as a member of our board of directors since August 2019. Ms. Blasing served as Chief Financial Officer of Guidewire Software, Inc., a back-end systems software company, from July 2009 to March 2015. Ms. Blasing has served as a member of the board of directors of AutoDesk, Inc., a 3D design software company, since March 2018, and Zscaler, Inc., a cloud-based information security company, since January 2017. Ms. Blasing also servedserved as a member of the board of directors of Ellie Mae, Inc. from June 2015 to April 2019.Ms. Blasing earned a B.A. in Economics and Business Administration from the University of Montana and an M.B.A. from the University of Washington. We believe that Ms. Blasing is qualified to serve as a member of our board of directors because of her executive leadership experience, extensive experience in the technology field, extensive finance experience, and her experience as a director of public companies.
Merline Saintilhas served as a member of our board of directors since November 2020.2020. Ms. Saintil is an experienced senior executive, having served a number of Fortune 500 and privately-held companies, including Change Healthcare Inc. (Nasdaq: CHNG), Intuit Inc. (Nasdaq: INTU), Yahoo! Inc., PayPal Holdings Inc. (Nasdaq: PYPL), Adobe Inc. (Nasdaq: ADBE), and Joyent, Inc. From April 2019 to February 2020, Ms. Saintil served as the Chief Operating Officer, R&D/IT, for Change Healthcare Inc., a payment management software company. Prior to joining Change Healthcare, Ms. Saintil was a senior executive in the Product & Technology group at Intuit Inc., a software company, from November 2014 to August 2018, where her core responsibilities included driving global strategic growth priorities, leading merger and acquisition integration and divestitures, and leading business operations for nearly half of Intuit’s workforce. Prior to Intuit, Ms. Saintil served as Head of Operations of Product and Technology at Intuit Inc., a financial management solutions software company, and as Head of Operations offor Mobile and& Emerging Products atfor Yahoo! Inc., an online web portal company, from January 2014 to November 2014. Prior to joining Yahoo!, Ms. Saintil has servedheld various roles at Joyent, Inc., a software company, from November 2011 to September 2013; PayPal Holdings Inc., a payments company, from July 2010 to November 2011; Adobe Inc., a software company, from April 2006 to July 2010; and Sun Microsystems, Inc. from October 2000 to April 2006. Ms. Saintil currently serves as the Lead Independent Director and Chair of the Compensation Committee of Rocket Lab (Nasdaq: RKLB) and on the boards of directors of Symbotic (Nasdaq: SYM) since June 2021 at Rocket Lab USA, Inc, a rocket systems and technology company, as a board member of Lightspeed Commerce, a cloud based commerce platform company, since August 2020, Alkami2022, Evolv Technology Holdings, Inc., a cloud-based digital banking software company, since October 2020, Evolve Technology, a weapons detection for security screening company, (Nasdaq: EVLV) since January 2021, and TD Synnex, a global distributor and solutions aggregator company,SYNNEX Corporation (NYSE: SNX) since September 20221. Ms2021. Ms. Saintil previouslyis the Chair of the Nominating and Governance Committee of Symbotic and Evolv Technology. She also served on the board of directors and as a member of ShotSpotter, Inc., a gunfire detection technology company,the Information Systems Audit Committee of Alkami Technology from April 2019October 2020 to June 2021,December 2022.She is certified in Cybersecurity Oversight by the National Association of Corporate Directors and Banner Corporation, a banking corporation, from March 2017 until the adjournment of Banner Corporation’s 2022 annual meeting expected to be May 2022.Carnegie Mellon
Software Engineering Institute. Ms. Saintil earnedholds a B.S.Bachelor of Science degree in Computer Science from Florida Agricultural and MechanicalA&M University and an M.S.a Master of Science degree in Software Engineering Management from Carnegie Mellon University.University and has completed Stanford Directors’ College and Harvard Business School’s executive education program. Ms. Saintil received a B.S. in Computer Science from Florida A&M University, an M.S. in Software Engineering Management from Carnegie Mellon University, and has completed Stanford Directors’ College and Harvard Business School’s executive education program. She is certified in Cybersecurity Oversight by the National Association of Corporate Directors and the Carnegie Mellon Software Engineering Institute and has completed Stanford Directors’ College and Harvard Business School’s executive education programs. We believe that Ms. Saintil is qualified to serve as a member of our board of directors because of her executive leadership experience, product experience, and extensive experience in the technology field.
Godfrey Sullivanhas served as a member of our board of directors since January 2020 and as our lead independent director since March 2021. Mr. Sullivan served as President and CEO of Splunk Inc., an operational intelligence software company from 2008 to November 2015. Prior to that, Mr. Sullivan served as President and CEO of Hyperion Solutions, LLC, a business performance management software company, from October 2001 to June 2007. Prior to joining Hyperion Solutions, LLC, Mr. Sullivan served in roles of increasing responsibility from August 1992 to June 2000 at Autodesk, Inc., a 3D design software company. Prior to joining Autodesk, Inc., Mr. Sullivan served in roles of increasing responsibility from 1985 to 1992 at Apple, Inc., a multinational technology company. Mr. Sullivan has served as a member of the board of directors of CrowdStrike, Inc. a cybersecurity technology company, since November 2017 and Marqeta, Inc., a modern card issuing company,, since May 2021. Mr. Sullivan previously served as a member of the board of directors of Splunk Inc., an operational intelligence platform
company, from 2008 to March 2019, RingCentral, Inc., a provider of cloud-based communications and collaboration solutions, from April 2019 to March 2021, Informatica Corporation, a data integration software provider, from 2008 to 2013,and Citrix Systems Inc., an enterprise software company, from February 2005 to June 2018. Mr. Sullivan earned a B.B.A. in Real Estate and Economics from Baylor University. We believe that Mr. Sullivan is qualified to serve as a member of our board of directors because of his executive leadership experience and extensive experience as a director of public companies. Sundeep Bedi has served as a member of our board of directors since August 2021. Mr. Bedi has served as Chief Information Officer and Chief Development Officer of Snowflake Inc. since January 2020. Previously, Mr. Bedi served in positions of increasing responsibility at Nvidia Corp. from February 2008 through January 2020, most recently as Vice President of Global IT. Mr. Bedi earned a B.S. in Biology from the University of San Francisco and an M.B.A. from the University of San Francisco. We believe Mr. Bedi is qualified to serve as a member of our board of directors because of his technical expertise and leadership experience in the technology industry.
Sue Bostrom has served as a member of our board of directors since April 2019. Ms. Bostrom served as Executive Vice President and Chief Marketing Officer at Cisco Systems, Inc., a technology services and products company, where she was an executive from 1997 to 2011. Ms. Bostrom has served as a member of the board of directors of Samsara, a cloud operations platform company, since March 2021, Anaplan, Inc., a business planning software platform company, since September 2017, and ServiceNow, Inc., a cloud-based solutions software company, since July 2014. Ms. Bostrom served as a member of the board of directors of Nutanix, Inc. a virtualized datacenter platform company, from October 2017 to March 2022, Cadence Design Systems, a computational software company, from February 2011 to May 2021, and Varian Medical Systems, a radiation oncology treatments and software company, from February 2005 to February 2019. Ms. Bostrom earned a B.S. in Business from the University of Illinois and an M.B.A. from Stanford University. We believe that Ms. Bostrom is qualified to serve as a member of our board of directors because of her executive leadership experience, compensation committee experience, and experience as a director of public companies.
There are no family relationships among our directors and executive officers.
Director Compensation
The following table provides information for the fiscal year ended January 31, 20222024 regarding all compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal year 2022,2024, other than Mr. Sijbrandij, the Chair of our Boardboard of Directorsdirectors and Chief Executive Officer.CEO. Mr. Sijbrandij is not included in the table below, as he is a team member and receives no compensation for his service as director. The compensation received by Mr. Sijbrandij as a team member is shown in the “Executive“Executive Compensation—Summary Compensation Table”Table” below. | | | | | | | | | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | Total ($) | | Bruce Armstrong (3) | | — | | — | | — | | Sundeep Bedi (4) | | 12,000 | | 488,106 | | 500,106 | | Karen Blasing | | 15,000 | | — | | 15,000 | | Sue Bostrom | | 25,200 | | — | | 25,200 | (5) | David Hornik (6) | | 12,000 | | — | | 12,000 | | Matthew Jacobson | | — | | — | | — | | Merline Saintil | | 11,100 | | — | | 11,100 | | Godfrey Sullivan | | 23,700 | | — | | 23,700 | (5) |
| | | | | | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid in Cash ($) (1) | | Stock Awards ($) (2) (3) | | Total ($) | Sundeep Bedi | 40,000 | 194,981 | 234,981 | Karen Blasing | 50,000 | 194,981 | 244,981 | Sue Bostrom | 54,000 | 194,981 | 248,981 | Matthew Jacobson (4) | — | — | — | Mark Porter (5) | 40,000 | 194,981 | 234,981 | Merline Saintil | 37,000 | 194,981 | 231,981 | Godfrey Sullivan | 49,000 | 194,981 | 243,981 |
(1)The amounts reported in this column represent amounts paid pursuant to our non-employee director compensation policy as outlined below. (2)The amounts reported in this column represent the aggregate grant date value of equity awards made to directors in the fiscal year ended January 31, 2024 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (”ASC 718”). This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock. (3)The following table sets forth information regarding (i) the aggregate number of unvested shares of our Class A common stock underlying RSU awards, (ii) the aggregate number of shares of our Class A common stock underlying outstanding stock options which have not been exercised and (iii) the aggregate number of unvested shares of our Class A common stock underlying early exercised option awards which remain subject to repurchase by GitLab, in each case held by each non-employee director as of January 31, 2024. Each of the option awards listed below has the following vesting schedule: 25% of the total number of options vest on the one year anniversary of the grant date and 1/48th of the total number of options vest monthly thereafter, subject to continued service through the applicable vesting date. (4)Mr. Jacobson has waived any compensation payable under our non-employee director compensation policy described below. (5)Mr. Porter resigned from the board of directors effective April 12, 2024.
| | | | | | | | | | | | Name | Number of Shares Underlying Unvested Restricted Stock Units Held at Fiscal Year End | Number of Shares Underlying Outstanding Options Held at Fiscal Year End | | | Number of Shares Underlying Exercised Unvested Options Held at Fiscal Year End | Sundeep Bedi | 3,939 | 36,000 (1) | The amounts report in this column represent amounts paid pursuant to our non-employee director compensation policy as outlined below.— | (2)Karen Blasing | The amounts reported in this column represent the aggregate grant date value of equity awards made to directors in the fiscal year ended January 31, 2022 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock.3,939 | — | — | (3)Sue Bostrom | Mr. Armstrong resigned from our board of directors in August 2021.3,939 | — | — | (4)Matthew Jacobson | Sundeep Bedi was appointed to our board of directors in August 2021 and accordingly was granted stock options to purchase 36,000 shares of the company’s Class B common stock on September 3, 2021 with an exercise price of $26.64 and expiry date of September 2, 2031. The stock options vest monthly over 48 months in equal installments starting on September 3, 2021, subject to a one year cliff and continued service through the applicable vesting date.— | — | — | (5)Mark Porter (2) | Includes overpayment of $9,000 in fees due to an administrative error that was corrected in fiscal year 2023.7,320 | — | — | (6)Merline Saintil | Mr. Hornik resigned from the board of directors in March 2022.3,939 | 70,000 (3) | — | Godfrey Sullivan | 3,939 | — | — |
(1) 14,250 shares of our Class B common stock (or 14,250 shares of our Class A common stock upon the holder’s election to convert such shares of Class B common stock to shares of Class A common stock) underlying this option award were unvested as of January 31, 2024. (2) Mr. Porter resigned from the board of directors effective April 12, 2024. (3) 14,584 shares of our Class B common stock (or 14,584 shares of our Class A common stock upon the holder’s election to convert such shares of Class B common stock to shares of Class A common stock) underlying this option award were unvested as of January 31, 2024.
Non-Employee Director Compensation Arrangements Before our initial public offering, we did not have a formal policy to provide any cash or equity compensation to our non-employee directors for their service on our board of directors or committees of our board of directors. In connection with our initial public offering, our
Our board of directors approved the following cash and equity compensation for our non-employee directors.
Non-Employee Director Equity Compensation
Initial Appointment RSURestricted Stock Unit (“RSU”) Grant Each new non-employee director appointed to our board of directors following will be granted restricted stock units, or InitialRSUs (the “Initial Appointment RSUs,RSUs”) on the date of his or hertheir appointment to our board of directors, under our 2021 Equity Incentive Plan or the 2021 Plan,(the “2021 Plan”) having an aggregate value of $250,000 based on the average daily closing price of our Class A common stock on the Nasdaq Global Select Market on the date of grant, as well as a prorated portion of the Annual RSU grant described below. The Initial Appointment RSUs will vest as to one-third of the Initial Appointment RSUs on each of the first three anniversaries following the date of grant so long as the non-employee director continues to provide services to us through such date. In addition, the Initial Appointment RSUs will fully vest upon the consummation of a corporate transaction (as defined in our 2021 Plan). Annual RSU Grant On the date of each annual meeting of stockholders, each non-employee director who is serving on our board of directors, and will continue to serve on our board of directors following the date of such annual meeting, will automatically be granted restricted stock units, or Annual RSUs (the “Annual RSUs”) under our 2021 Plan, having an aggregate value of $195,000$200,000 based on the average daily closing price of our Class A common stock on the Nasdaq Global Select Market on the date of grant. The Annual RSUs will fully vest on the earlier of (1) the date of the following year’s annual meeting of stockholders and (2) the date that is one year following the date of grant. In addition, the Annual RSUs will fully vest upon the consummation of a corporate transaction (as defined in our 2021 Plan). Non-Employee Director Cash Compensation Each non-employee director will be entitled to receive an annual cash retainer of $30,000,$35,000, paid quarterly in arrears and prorated for partial quarters served, for service on the board of directors and additional annual cash compensation for committee membership as follows: •Audit committee chair: $20,000; •Audit committee member: $10,000; •Compensation and leadership development committee chair: $20,000; •Compensation and leadership development committee member: $7,000;$7,500; •Nominating and corporate governance committee chair: $8,000; and •Nominating and corporate governance committee member: $4,000. Chairs of our committees receive the cash compensation designated above for chairs in lieu of the non-chair member cash compensation. In addition, our lead independent director is entitled to receive an additional annual cash retainer of $15,000.$20,000. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF EACH OF THE TWO NOMINATED DIRECTORS
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has selected KPMG LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending January 31, 20232025 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 20232025 requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting. In the event that KPMG LLP is not ratified by our stockholders, the audit committee will review its future selection of KPMG LLP as our independent registered public accounting firm.
KPMG LLP audited our financial statements for the fiscal year ended January 31, 2022.2024. Representatives of KPMG LLP are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.
Independent Registered Public Accounting Firm Fees and Services
We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, KPMG LLP periodically rotates the individuals who are responsible for our audit.
In addition to performing the audit of our consolidated financial statements, KPMG LLP provided various other services during the fiscal years ended January 31, 20212023 and 2022.2024. Our audit committee has determined that KPMG LLP’s provision of these services, which are described below, does not impair KPMG LLP’s independence from us. During the years ended January 31, 20212023 and 2022,2024, fees for services provided by KPMG LLP were as follows: | | | | | | | | | | | | | | | Fees Billed to GitLab | | 2021 | | 2022 | Audit and audit related fees(1) | | $ | 2,506,515 | | | $ | 762,039 | | Tax fees(2) | | $ | 617,388 | | | $ | 134,186 | | Other fees | | $ | — | | | $ | — | | Total fees | | $ | 3,123,903 | | | $ | 896,225 | |
| | | | | | (1) | “Audit fees”includes the aggregate fees paid or payable for each of the last two fiscal years for professional services rendered for the audit of the Company’s annual consolidated financial statements and the reviews of interim financial information. The fees include services that are normally provided in connection with statutory or regulatory filings or engagements. The fees for fiscal year 2022 include $1,200,000 related to services provided in connection with the Company’s initial public offering in October of 2021.
| (2) | “Tax fees” includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for tax advice and tax planning.
|
| | | | | | | | | | | | Fees Billed to GitLab | 2023 | | 2024 | Audit and audit related fees (1) | $ 2,497,000 | | $ 2,472,500 | Tax fees (2) | $ 1,098,634 | | $ 1,088,060 | Other fees (3) | $ 165,000 | | $ — | Total fees | $ 3,760,634 | | $ 3,560,560 |
(1)“Audit fees and audit-related fees” includes the aggregate fees paid or payable for each of the last two fiscal years for professional services rendered for the audit of GitLab’s annual consolidated financial statements and the reviews of interim financial information. The fees include services that are normally provided in connection with statutory or regulatory filings or engagements. (2)“Tax fees” includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for tax compliance, tax advice and tax planning. (3)“Other fees” consists of fees for services other than fees for the services listed in the other categories.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.
All of the services relating to the fees described in the table above were approved by our audit committee.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 20232025
PROPOSAL NO. 3
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with Section 14A of the Exchange Act, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote. The non-binding advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement, will be determined by the vote of a majority of the voting power of the shares present or represented at the Annual Meeting and voting affirmatively or negatively on the proposal.
Stockholders are encouraged to read the “Executive Compensation” section of this Proxy Statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our compensation committee and our board of directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and narrative discussion and the other related disclosures.”
As an advisory vote, this proposal is not binding. However, our board of directors and compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
PROPOSAL NO. 4
APPROVAL OF AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION
Section 102(b)(7) of the Delaware General Corporation Law was amended effective August 1, 2022 to authorize exculpation of officers of Delaware corporations. Specifically, the amendment permits Delaware corporations to exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions. This exculpation would not protect officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this exculpation shield such officers from liability for claims brought by or in the right of the corporation, such as derivative claims.
Our board of directors believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain highly-qualified senior leadership. The nature of the role of directors and officers often requires them to make decisions on crucial matters often in time-sensitive situations, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. We have seen, and expect to continue to see, competitor companies adopt exculpation clauses that limit the personal liability of officers in their charters and failing to adopt the amendment could negatively affect our ability to recruit and retain high-caliber officer candidates.
The proposed amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any director or officer. This protection has long been afforded to directors, and our board of directors believes that extending similar exculpation to its officers is fair and in the best interests of our company and our stockholders. Accordingly, our board of directors has unanimously approved the Certificate of Amendment to our Restated Certificate (the “Certificate of Amendment”) in the form attached hereto as “Appendix A”, and recommends that our stockholders vote “FOR” the proposed Certificate of Amendment.
If our stockholders approve the Certificate of Amendment, our board of directors has authorized our officers to file the Certificate of Amendment with the Delaware Secretary of State, to become effective upon acceptance by the Delaware Secretary of State. Our board of directors intends to have that filing made if, and as soon as practicable after, this proposal is approved at this annual meeting.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OF OUR OFFICERS.
REPORT OF THE AUDIT COMMITTEE
The information contained in the following report of our audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act unless and only to the extent that we specifically incorporate it by reference.
Our audit committee has reviewed and discussed with our management and KPMG LLP our audited consolidated financial statements for the fiscal year ended January 31, 2022.2024. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by Auditing Standard No. 1301 adopted by the Public Company Accounting Oversight Board (United States) regarding “Communications with Audit Committees.”
Our audit committee has received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with our audit committee concerning independence, and has discussed with KPMG LLP its independence from us.
Based on the review and discussions referred to above, our audit committee recommended to our board of directors that the audited consolidated financial statements be included in our annual report on Form 10-K for the fiscal year ended January 31, 20222024 for filing with the U.S. Securities and Exchange Commission.
Submitted by the Audit Committee Karen Blasing, Chair Sundeep Bedi Godfrey Sullivan
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 1, 2022,March 31, 2024, by:
•each of our named executive officers; •each of our directors or director nominees; •all of our directors and executive officers as a group; and •each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of our Class A common stock or Class B common stock.
We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares beneficially owned, subject to applicable community property laws.
Applicable percentage ownership is based on 52,316,579130,645,830 shares of Class A common stock and 95,315,06628,142,338 shares of Class B common stock outstanding as of April 1, 2022.March 31, 2024. Shares of our Class A common stock and Class B common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 1, 2022March 31, 2024 or RSUs that may vest and settle within 60 days of April 1, 2022March 31, 2024 are deemed to be outstanding and beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is 268 Bush Street, #350, San Francisco, California 94104-3503. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name of Beneficial Owner | | Shares Beneficially Owned | | % of Total Voting Power(1) | | Class A | | Class B | | | Shares | | % | | Shares | | % | | Named Executive Officers and Directors: | | | | | | | | | | | Sytse Sijbrandij (2) | | — | | * | | 23,190,901 | | 23.95% | | 22.73% | Michael McBride (3) | | 896,506 | | 1.71% | | 742,880 | | * | | * | Eric Johnson (4) | | 24,180 | | * | | 1,072,980 | | 1.11% | | 1.06% | Sundeep Bedi (5) | | — | | * | | 36,000 | | * | | * | Karen Blasing (6) | | 150,000 | | * | | — | | * | | * | Sue Bostrom (7) | | 317,500 | | * | | — | | * | | * | Matthew Jacobson (8) | | 5,676,698 | | 10.85% | | 12,570,774 | | 13.19% | | 13.07% | Merline Saintil (9) | | — | | * | | 70,000 | | * | | * | Godfrey Sullivan (10) | | — | | * | | 150,000 | | * | | * | All Directors and Officers as a Group (11 persons) (11) | | 1,022,915 | | 1.96% | | 26,523,031 | | 26.52% | | 25.30% | Other 5% Stockholders: | | | | | | | | | | | Sytse Sijbrandij (2) | | — | | * | | 23,190,901 | | 23.95% | | 22.73% | Khosla Ventures Funds (12) | | — | | * | | 19,028,320 | | 19.96% | | 18.92% | August Capital VII, L.P. (13) | | — | | * | | 14,931,200 | | 15.67% | | 14.85% | ICONIQ Strategic Partners Funds (14) | | 5,676,698 | | 10.85% | | 12,570,774 | | 13.19% | | 13.07% | GV 2017, L.P. (15) | | — | | * | | 8,888,776 | | 9.33% | | 8.84% |
| | | | | | (1) | Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. | (2) | Consists of (i) 21,690,901 shares of Class B common stock directly owned by Mr. Sijbrandij, and (ii) 1,500,000 shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 1, 2022. | (3) | Consists of (i) 896,506 shares of Class A common stock directly owned by Mr. McBride and (ii) 742,880 shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 1, 2022. | (4) | Consists of (i) 24,180 shares of Class A common stock directly owned by Mr. Johnson and (ii) 1,072,980 shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 1, 2022. | (5) | Consists of shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 1, 2022. | (6) | Consists of 150,000 shares of Class A common stock directly owned by Ms. Blasing, which were acquired pursuant to the early exercise of a stock option, and 53,125 of which are subject to a lapsing right of repurchase by us as of April 1, 2022. |
| | | | | | | | | | | | | | | | | | | | | | | Shares Beneficially Owned | | Name of Beneficial Owner | | Class A Shares | % | Class B Shares | % | % of Total Voting Power (1) | Named Executives and Directors | | | | | | | Sytse Sijbrandij (2) | | — | * | 19,437,559 | 65.57% | 45.51% | Michael McBride (3) | | 722,030 | * | 565,456 | 1.97% | 1.53% | Brian Robins (4) | | 304,914 | * | 807,505 | 2.79% | 1.99% | Robin J. Schulman (5) | | — | * | 310,255 | 1.09% | * | Christopher Weber (6) | | 35,711 | * | — | * | * | Sundeep Bedi (7) | | 4,430 | * | 27,000 | * | * | Karen Blasing (8) | | 154,430 | * | — | * | * | Sue Bostrom (9) | | 216,930 | * | — | * | * | Matthew Jacobson (10) | | 8,898,243 | 6.81% | 2,205,877 | 7.84% | 7.51% | Merline Saintil (11) | | 4,430 | * | 70,000 | * | * | Godfrey Sullivan (12) | | 141,930 | * | 12,500 | * | * | All Directors and Officers as a Group (11 persons) (13) | | 10,483,048 | 8.02% | 23,436,152 | 74.58% | 55.04% | | |
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| Other 5% Stockholders: | | | | | | | GV Funds (14) | | 2,647,312 | 2.03% | 8,888,776 | 31.59% | 22.21% | Khosla Ventures Funds (15) | | — | * | 7,939,304 | 28.21% | 19.27% | ICONIQ Strategic Partners Funds (16) | | 8,898,243 | 6.81% | 2,205,877 | 7.84% | 7.51% | The Vanguard Group (17) | | 9,388,440 | 7.19% | — | * | 2.28% | | |
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* Represents beneficial ownership of less than 1% (1)Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. (2)Consists of (i) 17,937,559 shares of Class B common stock directly owned by Mr. Sijbrandij, and (ii) 1,500,000 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 31, 2024. (3)Consists of (i) 4,622 shares of Class A common stock directly owned by Mr. McBride, (ii) 717,408 shares of Class A common stock directly owned by the McBride Family Trust, of which Mr. McBride is the sole trustee, and (iii) 565,456 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 31, 2024. (4)Consists of (i) 204,914 shares of Class A common stock directly owned by Mr. Robins, (ii) 100,000 shares of Class A common stock directly owned by The Robins Family Trust, of which Mr. Robins is the sole trustee, and (iii) 807,505 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 31, 2024. (5)Consists of (i) 0 shares of Class A common stock directly owned by Ms. Schulman and (ii) 310,255 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 31, 2024. (6)Consists of 35,711 shares of Class A common stock directly owned by Mr. Weber. (7)Consists of (i) 4,430 shares of Class A common stock directly owned by Mr. Bedi and (ii) 27,000 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 31, 2024. (8)Consists of 154,430 shares of Class A common stock directly owned by Ms. Blasing. (9)Consists of 216,930 shares of Class A common stock directly owned by Ms. Bostrom. (10)Consists of shares held by the ICONIQ Affiliates (as defined below) identified in footnote (16), below. (11)Consists of (i) 4,430 shares of Class A common stock directly owned by Ms. Saintil and (ii) 70,000 shares underlying options to purchase Class B common stock that are exercisable within 60 days of March 31, 2024. (12)Consists of (i) 141,930 shares of Class A common stock directly owned by Mr. Sullivan and (ii) 12,500 shares of Class B common stock. (13)This total includes the securities beneficially owned by all of our directors and officers, including, without limitation, the securities described in footnotes (2) through (12). Other than as stated in footnotes (2) through (12) above, none of our directors or officers is capable of acquiring shares of the Company’s capital stock within 60 days of March 31, 2024 through the vesting of restricted stock units or stock option awards. (14)As reported in a statement on Schedule 13G, Amendment No. 3, filed with the SEC on February 9, 2024, the securities reported in this row consist of (i) 8,888,776 shares of Class B common stock held by GV 2017, L.P. and (ii) 2,647,312 shares of Class A common stock held by GV 2021, L.P. GV 2017 GP, L.P. is the general partner of GV 2017, L.P. GV 2017 GP, L.L.C. is the general partner of GV 2017 GP, L.P. GV 2021 GP, L.P. is the general partner of GV
| | | | | | (7) | Consists of 317,500 shares of Class A common stock directly owned by Ms. Bostrom, which were acquired pursuant to the early exercise of a stock option, and 85,990 of which are subject to a lapsing right of repurchase by us as of April 1, 2022. | (8) | Consists of shares held by the ICONIQ Entities (as defined below) identified in footnote (14), below. | (9) | Consists of shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 1, 2022. | (10) | Consists of 150,000 shares of Class B common stock directly owned by Mr. Sullivan, which were acquired pursuant to the early exercise of a stock option, and 68,750 of which are subject to a lapsing right of repurchase by us as of April 1, 2022. | (11) | This total includes the securities beneficially owned by all of our directors and officers, including, without limitation, the securities described in footnotes (2) through (9). It also includes an additional 2,720,743 shares which are subject to a lapsing repurchase right as of April 1, 2022. Other than as stated in footnotes (2) through (9) above, none of our directors or officers is capable of acquiring shares of the Company’s capital stock within 60 days of April 1, 2022 through the vesting of restricted stock units or stock option awards. | (12) | As reported in a statement on Schedule 13G filed with the SEC on February 14, 2022, the securities reported in this row consist of (i) 14,349,948 shares of Class B common stock held by Khosla Ventures Seed C, LP (“Seed C”) and (ii) 4,678,372 shares of Class B common stock held by Khosla Ventures V, LP (“KV V”). The general partner of Seed C is Khosla Ventures Seed Associates C, LLC (“KVSA C”). The general partner of KV V is Khosla Ventures Associates V, LLC (“KVA V”). VK Services, LLC (“VK Services”) is the sole manager of KVSA C and KVA V. Vinod Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVSA C may be deemed to share voting and dispositive power over the shares held by Seed C. Each of Mr. Khosla, VK Services and KVA V may be deemed to share voting and dispositive power over the shares held by KV V. The address for Mr. Khosla, and each of the foregoing entities is 2128 Sand Hill Road, Menlo Park,2021, L.P. GV 2021 GP, L.L.C. is the general partner of GV 2021 GP, L.P. Alphabet Holdings LLC is the managing member of GV 2017 GP, L.L.C. and GV 2021 GP, L.L.C. XXVI Holdings Inc. is the managing member of Alphabet Holdings LLC. Alphabet Inc. is the controlling stockholder of XXVI Holdings Inc. Each of GV 2017 GP, L.P., and GV 2017 L.L.C. may be deemed to share voting and investment discretion with respect to securities held directly by GV 2017, L.P., and each of GV 2021 GP, L.P., and GV 2021 L.L.C. may be deemed to share voting and investment discretion with respect to securities held directly by GV 2021, L.P. Additionally, each of Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. may be deemed to share voting and investment discretion with respect to securities directly or indirectly held by each of the other aforementioned entities. The principal business address for each entity named in this footnote is 1600 Amphitheatre Parkway, Mountain View, California 94025. | (13) | As reported in a statement on Schedule 13G filed with the SEC on February 14, 2022, the securities reported in this row consist of (i) 14,931,200 shares of Class B common stock held directly by August Capital VII, L.P. as nominee for itself and August Capital Strategic Partners VII, L.P. (together, the “August Capital Funds”). August Capital Management VII, L.L.C. is the general partner of the August Capital Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital Funds. David Hornik, a member of our Board, W. Eric Carlborg, and Howard Hartenbaum are members of August Capital Management VII, L.L.C. and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital Funds. The business address for the August Capital Funds is PMB #456, 660 4th Street, San Francisco, California 94107. | (14) | As reported in a statement on Schedule 13G filed with the SEC on February 14, 2022, and based on a further update on a Form 4 filed with the SEC on March 9, 2022. According to the aforementioned filings, the securities reported in this row consist of (i) 1,515,133 shares of Class A common stock and 4,545,397 shares of Class B common stock held by ICONIQ Strategic Partners III, L.P. (“ICONIQ III”); (ii) 1,618,938 shares of Class A common stock and 4,856,813 shares of Class B common stock held by ICONIQ Strategic Partners III-B, L.P. (“ICONIQ III-B”); (iii) 345,571 shares of Class A common stock and 1,036,712 shares of Class B common stock held by ICONIQ Strategic Partners IV, L.P. (“ICONIQ IV”); (iv) 572,572 shares of Class A common stock and 1,717,715 shares of Class B common stock held by ICONIQ Strategic Partners IV-B, L.P. (“ICONIQ IV-B”); (v) 129,400 shares of Class A common stock and 163,011 shares of Class B common stock held by ICONIQ Strategic Partners V, L.P. (“ICONIQ V”); (vi) 195,650 shares of Class A common stock and 251,126 shares of Class B common stock held by ICONIQ Strategic Partners V-B, L.P. (“ICONIQ V-B”); (vii) 429,104 shares of Class A common stock held by ICONIQ Strategic Partners VI, L.P. (“ICONIQ VI”); (viii) 535,503 shares of Class A common stock held by ICONIQ Strategic Partners VI-B, L.P. (“ICONIQ VI-B”); and (ix) 334,827 shares of Class A common stock held by ICONIQ Investment Holdings, L.P. (“ICONIQ Holdings” and, together with ICONIQ III, ICONIQ III‑B, ICONIQ IV, ICONIQ IV-B, ICONIQ V, ICONIQ V‑B, ICONIQ VI, and ICONIQ VI‑B, the “ICONIQ Entities”). ICONIQ Strategic Partners III GP, L.P. (“ICONIQ GP III”) is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. (“ICONIQ Parent GP III”) is the sole general partner of ICONIQ GP III. ICONIQ Strategic Partners IV GP, L.P. (“ICONIQ GP IV”) is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. (“ICONIQ Parent GP IV”) is the sole general partner of ICONIQ GP IV. ICONIQ Strategic Partners V GP, L.P. (“ICONIQ GP V”) is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. (“ICONIQ Parent GP V”) is the sole general partner of ICONIQ GP V. ICONIQ Strategic Partners VI GP, L.P. (“ICONIQ Parent GP VI”) is the sole general partner of each of ICONIQ VI and ICONIQ VI‑B. ICONIQ Capital Group, LLC (“ICONIQ Capital”) is the sole general partner of ICONIQ Holdings. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Parent GP III and may be deemed to have shared voting and dispositive power with respect to the shares held by ICONIQ III and ICONIQ III-B. Divesh Makan, William J.G. Griffith and Matthew Jacobson, who is a member of our Board, are the sole equity holders of each of: (i) ICONIQ Parent GP IV; (ii) ICONIQ Parent GP V; and (iii) ICONIQ Parent GP VI and, as such, may be deemed to have shared voting and dispositive power with respect to the shares held by ICONIQ IV, ICONIQ IV-B, ICONIQ V, ICONIQ V-B, ICONIQ VI, and ICONIQ VI‑B. Divesh Makan is the sole member of ICONIQ Capital and, as such, may be deemed to have voting and dispositive power with respect to the shares held by ICONIQ Capital. The address for each of the ICONIQ Entities is 394 Pacific Avenue, 2nd Floor, San Francisco, California 94111. | (15) | As reported in a statement on Schedule 13G filed with the SEC on February 14, 2022, the securities reported in this row consists of 8,888,776 shares of Class B common stock held by GV 2017, L.P. GV 2017 GP, L.P. is the general partner of GV 2017, L.P. GV 2017 GP, L.L.C. is the general partner of GV 2017 GP, L.P. Alphabet Holdings LLC is the managing member of GV 2017 GP, L.L.C. XXVI Holdings Inc. is the managing member of Alphabet Holdings LLC. Alphabet Inc. is the controlling stockholder of XXVI Holdings Inc. As such, each of the aforementioned entities may be deemed to have sole power to vote or dispose of the shares held directly by GV 2017, L.P. Alphabet Inc. is a publicly traded corporation. The principal business address for each entity named in this footnote is 1600 Amphitheatre Parkway, Mountain View, CA 94043. |
(15)As reported in a statement on Schedule 13G, Amendment No. 2, filed with the SEC on February 14, 2024, the securities reported in this row consist of (i) 4,483,201 shares of Class B common stock held by Khosla Ventures Seed C, LP (“Seed C”), (ii) 1,730,999 shares of Class B common stock held by Khosla Ventures V, LP (“KV V”), and (iii) 1,725,104 shares of Class A common stock directly held by VK Services, LLC (“VK Services”). The general partner of Seed C is Khosla Ventures Seed Associates C, LLC (“KVSA C”). The general partner of KV V is Khosla Ventures Associates V, LLC (“KVA V” and, together with Seed C, KV V, VK Services, and KVSA C, the “Khosla Affiliates”). VK Services is the sole manager of KVSA C and KVA V. Vinod Khosla is the managing member of VK Services and owns or controls the Khosla Affiliates. Each of Mr. Khosla, VK Services and KVSA C may be deemed to share voting and dispositive power over the shares held by Seed C. Each of Mr. Khosla, VK Services and KVA V may be deemed to share voting and dispositive power over the shares held by KV V. Mr. Khosla may be deemed to share voting and dispositive power over the shares held by the Khosla Affiliates. The address for Mr. Khosla, and each of the foregoing entities, is 2128 Sand Hill Road, Menlo Park, California 94025.
(16)As reported in a statement on Schedule 13G, Amendment No. 2, filed with the SEC on February 14, 2024 and as further reported in a Form 4 for transaction date March 6, 2024, the securities reported in this row consist of (i) 1,588,777 shares of Class A common stock held by ICONIQ Strategic Partners III, L.P. (“ICONIQ III”); (ii) 1,697,628 shares of Class A common stock held by ICONIQ Strategic Partners III-B, L.P. (“ICONIQ III-B”); (iii) 657,578 shares of Class A common stock and 691,141 shares of Class B common stock held by ICONIQ Strategic Partners IV, L.P. (“ICONIQ IV”); (iv) 1,089,531 shares of Class A common stock and 1,145,143 shares of Class B common stock held by ICONIQ Strategic Partners IV-B, L.P. (“ICONIQ IV-B”); (v) 146,206 shares of Class A common stock and 146,205 shares of Class B common stock held by ICONIQ Strategic Partners V, L.P. (“ICONIQ V”); (vi) 223,388 shares of Class A common stock and 223,388 shares of Class B common stock held by ICONIQ Strategic Partners V-B, L.P. (“ICONIQ V-B”); (vii) 429,104 shares of Class A common stock held by ICONIQ Strategic Partners VI, L.P. (“ICONIQ VI”); (viii) 535,503 shares of Class A common stock held by ICONIQ Strategic Partners VI-B, L.P. (“ICONIQ VI-B”); (ix) 334,827 shares of Class A common stock held by ICONIQ Investment Holdings, L.P. (“ICONIQ Holdings”); (x) 830,177 shares of Class A common stock held by Divesh Makan (“Mr. Makan”); (xi) 925,378 shares of Class A common stock held by William J.G. Griffith (“Mr. Griffith”); and (xii) 440,146 shares of Class A common stock held by Matthew Jacobson (who is also a member of our board of directors) through a trust of which he is a trustee (Mr. Jacobson, together with ICONIQ III, ICONIQ III‑B, ICONIQ IV, ICONIQ IV-B, ICONIQ V, ICONIQ V‑B, ICONIQ VI, ICONIQ VI‑B, Mr. Makan, and Mr. Griffith, the “ICONIQ Affiliates”). ICONIQ Strategic Partners III GP, L.P. (“ICONIQ GP III”) is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. (“ICONIQ Parent GP III”) is the sole general partner of ICONIQ GP III. ICONIQ Strategic Partners IV GP, L.P. (“ICONIQ GP IV”) is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. (“ICONIQ Parent GP IV”) is the sole general partner of ICONIQ GP IV. ICONIQ Strategic Partners V GP, L.P. (“ICONIQ GP V”) is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. (“ICONIQ Parent GP V”) is the sole general partner of ICONIQ GP V. ICONIQ Strategic Partners VI GP, L.P. (“ICONIQ Parent GP VI”) is the sole general partner of each of ICONIQ VI and ICONIQ VI‑B. ICONIQ Strategic Partners VI TT GP, Ltd. (“ICONIQ Parent GP VI”) is the sole general partner of ICONIQ Parent GP VI. ICONIQ Capital Group, LLC (“ICONIQ Capital”) is the sole general partner of ICONIQ Holdings. Mr. Makan and Mr. Griffith are the sole equity holders of ICONIQ Parent GP III and may be deemed to have shared voting and dispositive power with respect to the shares held by ICONIQ III and ICONIQ III-B. Mr. Makan, Mr. Griffith and Matthew Jacobson are the sole equity holders of each of: (i) ICONIQ Parent GP IV; (ii) ICONIQ Parent GP V; and (iii) ICONIQ Parent GP VI and, as such, may be deemed to have shared voting and dispositive power with respect to the shares held by ICONIQ IV, ICONIQ IV-B, ICONIQ V, ICONIQ V-B, ICONIQ VI, and ICONIQ VI‑B. Mr. Makan is the sole member of ICONIQ Capital and, as such, may be deemed to have voting and dispositive power with respect to the shares held by ICONIQ Capital. The address for each of the ICONIQ Affiliates is 394 Pacific Avenue, 2nd Floor, San Francisco, California 94111. (17)As reported in a statement on Schedule 13G, Amendment No. 2, filed with the SEC on February 13, 2024, the securities reported in this row consist of shares of Class A common stock beneficially owned by The Vanguard Group, a registered investment adviser. According to the aforementioned statement, The Vanguard Group may be deemed to exercise (i) sole voting discretion with respect to none of our securities, (ii) shared voting discretion with respect to 36,454 shares of our Class A common stock, (iii) sole investment discretion with respect to 9,264,402 shares of our Class A common stock, and (iv) shared investment discretion with respect to 124,038 shares of our Class A common stock. The business address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
EXECUTIVE OFFICERS
The names of our executive officers, their ages as of the date of this Proxy Statement and their positions are shown below:
| | | | | | | | | | | | | | | Name | | Age | | | | | | | | | | | | | Position(s) | NameExecutive Officers: | | | Age | | Position(s) Executive Officers: | | | | | Sytse Sijbrandij | | 44 | | 42 | Co-Founder, Chief Executive Officer and Chair of the Board of Directors | Brian Robins | | 54 | | 52 | Chief Financial Officer | Eric JohnsonChristopher Weber | | 59 | | 43 | Chief Technology Officer | Michael McBride | | 48 | | Chief Revenue Officer | Robin J. Schulman | | 50 | | 48 | Chief Legal Officer, Head of Legal and Corporate Affairs, and Corporate Secretary | Sabrina Farmer | | 52 | | Chief Technology Officer |
Our board of directors chooses executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers.
For information regarding Mr. Sijbrandij, please refer to “Proposal“Proposal No. 1—Election of Directors.Directors.”
Brian Robins Brian Robins has served as our Chief Financial Officer since October 2020. Since April 2019, Mr. Robins has also served as a Special Advisor at Brighton Park Capital, L.P., an investment firm that specializes in software, information services and technology-enabled services as well as on the Advisory Council at ForgePoint Capital , an investment firm specializing in cybersecurity, since January 2017.services. Prior to joining us, from October 2019 to October 2020, Mr. Robins served as Chief Financial Officer at Sisense Ltd., a business intelligence software company, and from August 2017 to April 2019, he served as Chief Financial Officer and Treasurer of Cylance Inc., a cybersecurity software company. Mr. Robins also served as Chief Financial Officer of AlienVault, Inc. a unified security management software company, from June 2015 to August 2017. From October 2012 to March 2014, he served as the Vice President and Chief Financial Officer of Global Business Services at Computer Sciences Corporation, a global information technology company. From February 2007 to October 2011, he held several senior positions at VeriSign, Inc., including Chief Financial Officer from August 2009 to October 2011 and Acting Chief Financial Officer from April 2008 to August 2009. Mr. Robins earned a B.S. in Finance from Lipscomb University and an M.B.A from Vanderbilt University. Eric Johnson has served as our Chief Technology Officer since March 2021. Mr. Johnson previously served as our Executive Vice President of Engineering from February 2020 to March 2021 and VP of Engineering from September 2017 to February 2020. Since February 2021, Mr. Johnson has also served as a Director of the Linux Foundation, a non-profit technology consortium company. Prior to joining us, from July 2014 to May 2017, Mr. Johnson served as the Vice President of Engineering at Unmanned Innovation, Inc., a commercial drone startup company. Prior to his role at Unmanned Innovation, Inc., from June 2008 to July 2014, he served as the Senior Director of Web at Brightcove Inc., an online video software company. Mr. Johnson earned a B.A. in Philosophy from Villanova University.
Michael McBrideChris Weber has served as our Chief Revenue Officer since May 2018.July 2023. Prior to joining us,our company, Mr. Weber served Chief Business Officer at UiPath Inc., a software company, from March 2013April 2022 to February 2017, heApril 2023 and previous series in various leadership positions at Microsoft Corporation, most recently as Corporate Vice President – Worldwide Commercial Business – Small, Medium & Corporate, from April 2014 to April 2022. Mr. Weber also served as the SeniorExecutive Vice President, of Worldwide Field OperationsNokia Global Sales and Marketing at Lookout, Inc., a cybersecurity company. Prior to joining Lookout, Inc.,Nokia Corporation from July 20112012 to March 2013,April 2014. Mr. McBride served asWeber holds a B.A. in Business Administration from the Vice PresidentUniversity of Platform at DeNA. Co., Ltd, a mobile social games, development, and commercial platforms company. DeNa acquired Lionside where Michael served as Vice President, Business Operations from March 2010 to June 2011. Prior to his roles at DeNA and Lionside, Mr. McBride served as Vice President, Worldwide Sales at Meraki from May 2007 to March 2010. Mr. McBride earned a B.S. in Mechanical Engineering from Stanford University and an M.B.A from Stanford University Graduate School of Business.Mount Union.
Robin J. Schulman joined GitLab in December 2019has served as our Chief Legal Officer and Corporate Secretary since December 2019 and currently servesalso oversees global Corporate Affairs. Ms. Schulman also served as our Acting Chief LegalInformation Security Officer Head of Corporate Affairs, and Corporate Secretary, a role she has held since January 2022.from September 2022 to June 2023. Prior to joining us, from February 2018 to November 2019, Ms. Schulman served as the Senior Vice President, Chief Legal Officer, and Corporate Secretary at Couchbase, Inc., a computer technology company. Prior to Couchbase, Inc., from December 2013 to February 2018, Ms. Schulman served as the General Counsel, Corporate Secretary, and Chief Compliance Officer at New Relic, Inc., an enterprise software company. From May 2010 through December 2013, Ms. Schulman served as Legal Counsel at Adobe Systems Incorporated, a computer software company, and from September 2006 to April 2010, Ms. Schulman served as an Associate at Fenwick & West LLP, a law firm providing legal services to technology and life science companies. Since 2021, Ms. Schulman serveshas also served as a board of directors observerBoard Observer to a private company and serves as a member of the board of directors of The Ocean Conservancy since March 2022.biotech company. Ms. Schulman earned a B.F.A. in Dramatic Writing and Film from New York University and a J.D. from Rutgers University School of Law.
Sabrina Farmer has served as our Chief Technology Officer since January 2024. Prior to GitLab, from January 2005 to January 2024, Ms. Farmer served in various roles of increasing responsibility at Alphabet Inc. (previously Google Inc.), where she most recently served as vice president of engineering, core infrastructure. Ms. Farmer earned a B.S. in Computer Science at the University of New Orleans.
EXECUTIVE COMPENSATION Overview
COMPENSATION DISCUSSION AND ANALYSIS
This sectionCompensation Discussion and Analysis provides an overview of the material components of our executive compensation program during fiscal year 2024, including our executive compensation policies and practices, how and why the compensation and leadership development committee (“CLDC”) arrived at the compensation decisions for our named executive officers (“NEOs”) and the key factors the CLDC considered in making those decisions. Our NEOs for fiscal year 2024 consisted of the following individuals: ●Sytse Sijbrandij, Chief Executive Officer; ●Brian Robins, Chief Financial Officer; ●Christopher Weber, Chief Revenue Officer; ●Robin Schulman, Chief Legal Officer, Head of Legal and Corporate Affairs, and Corporate Secretary; and ●Michael McBride, former Chief Revenue Officer.
Mr. Weber was appointed by the board of directors on July 14, 2023 as our Chief Revenue Officer, effective July 17, 2023.
Mr. McBride resigned from his position as Chief Revenue Officer on July 15, 2023, effective August 1, 2023. Executive Summary 2024 Business Highlights We are a growing global software company that pioneered the DevSecOps Platform, the most comprehensive, scalable enterprise DevSecOps platform for software innovation. Our platform is uniquely built as a single application and interface with a unified data model, enabling all stakeholders in the software delivery lifecycle – from development teams to operations teams to security teams – to work together in a single tool with a single workflow. With GitLab, stakeholders can build better, more secure software faster. The goal of our compensation programs is to ensure that the interests of our team members, including our NEOs, are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to each of our NEOs is fair, reasonable, and competitive. During fiscal year 2024, we made significant progress on our business goals, with strong results across all our key operating metrics, including the following achievements that impacted executive compensation: ●Total revenue was $579.9 million, representing 37% year-over-year growth; ●GAAP operating margin was (32)% compared to (50)% in fiscal year 2023; Non-GAAP operating margin was (0.2)% compared to (21)% in fiscal year 2023; ●Customers with more than $5,000 of annual recurring revenue (“ARR”) increased to 8,602, up 23% from the fourth quarter of fiscal year 2023; ●Customers with more than $100,000 of ARR increased to 955, up 37% from the fourth quarter of fiscal year 2023; ●Customers with more than $1,000,000 of ARR increased to 96, up 52% from the fourth quarter of fiscal year 2023; and ●Dollar-Based Net Retention Rate was 130% as of the end of fiscal year 2024. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our NEOs with the achievement of long-term business objectives and financial performance as well as our core values. Further, a majority of total direct compensation for our principalNEOs is awarded in the form of at-risk cash annual incentives and long-term vesting equity awards. A Note on Non-GAAP Measures & Key Operating Metrics As further described below, our executives’ performance is, in part, measured and rewarded based on GitLab’s achievement of certain non-GAAP financial measures and operating metrics: Net Annual Recurring Revenue (“Net ARR”), non-GAAP Operating Income (“NGOI”) (which we also refer to as loss from operations on a non-GAAP basis), and Run Rate Revenue. Net ARR is the change in ARR from one period to another on a bookings basis, which is measured by opportunity close date. We define annual recurring revenue as the annual run-rate revenue of subscription agreements, including our self-managed and SaaS offerings but excluding professional services, from all customers as measured on the last day of a given month. We calculate ARR by taking the monthly recurring revenue (“MRR”) and multiplying it by 12. MRR for each month is calculated by aggregating, for all customers during that month, monthly revenue from committed contractual amounts of subscriptions, including our self-managed license, self-managed subscription, and SaaS subscription offerings but excluding professional services. We define “run-rate revenue” as the sum of the most recent three months of revenue at the end of each quarter multiplied by 4. A reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are provided in “Appendix B—Reconciliation of Non-GAAP Measures”.
2024 Compensation Highlights Our fiscal year 2024 compensation plans and payouts for our NEOs reflects our overarching philosophy of pay-for-performance. Highlights of our compensation program include: ●Competitive salary increases: Salary increases were targeted to align with the 50th percentile of our public company peers. ●Rigorous annual incentive goals:Our NEOs were eligible to earn cash annual incentives based on our level of achievement of Net ARR and NGOI. Based on our actual performance, each NEO earned a bonus equal to 117% of their respective target. ●Emphasis on long-term equity awards: Long-term incentives in the form of equity awards are a key component of our NEOs’ compensation. During fiscal year 2024, the CLDC approved grants of time-based RSUs. These grants were intended to support retention and motivate executives to achieve ambitious long-term growth targets tied to our strategic plan for building long-term stockholder value. ●Benefits and stock purchase plan: We offer competitive health and welfare benefits (and other employee benefit plans) and participation in an employee stock purchase plan. Compensation Philosophy and Objectives GitLab’s mission is to make it so that everyone can contribute. Our compensation programs are designed to support our mission by providing competitive and transparent compensation that: ●supports our ability to recruit, retain, and motivate top talent; ●aligns the interests of our executives with those of our stockholders; ●reinforces a strong pay-for-performance culture; and ●balances short- and long-term corporate goals and strategies. We seek to achieve these objectives by providing executive talent with compensation that is competitive with the practices of companies in our peer group and marketplace, with individual pay decisions approved in the context of both GitLab and individual performance. We are committed to iteration and transparency, and we welcome contributions from our team members and stakeholders as we strive to maintain a fair and equitable compensation program that supports our long-term growth and success. In addition, the CLDC seeks to ensure that we maintain sound governance in setting our compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ best practices and regularly assess our policies and practices. | | | | | | What we do | What we don’t do | ●A significant portion of our executive compensation program is not guaranteed and is dependent upon stock price appreciation or other variable, at-risk, pay components that are disclosed to our stockholders ●Prior to making executive compensation decisions, we review peer company compensation data ●Our NEOs participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried team members ●We ensure that short-term cash incentives and any PSU awards we may grant cap maximum payouts ●Our CLDC retains the services of Compensia as an independent consultant to advise the CLDC on compensation matters related to our executive and director compensation programs; Compensia does not perform any other services for GitLab | ●We do not provide tax gross-ups related to change in control ●NEOs may not directly or indirectly pledge GitLab’s common stock as collateral for any obligation ●NEOs may not directly or indirectly engage in transactions intended to hedge or offset the market value of GitLab’s common stock owned directly or indirectly ●We do not provide guaranteed compensation increases or bonuses to any of our NEOs |
Executive Compensation Program Design Our CLDC believes that our executive compensation programs should be tied to our overall performance and aligned with our core values. Our CLDC evaluates our compensation philosophy and executive compensation programs annually, ensuring that our programs (i) remain competitive relative to GitLab’s market and peer group for attracting and retaining executive talent and (ii) align with GitLab’s strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our NEOs with the achievement of long-term business objectives and financial performance that drives sustained stockholder value. To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of total direct compensation for our NEOs is awarded in the form of at-risk cash annual incentives and long-term vesting equity awards. In addition, our compensation program includes competitive base salaries and standard health and welfare benefits that are generally available to our other team members, including medical, dental, vision, life, and disability insurance and 401(k) plans.
To assess the competitiveness of our total direct compensation, the CLDC considers the total direct compensation among companies in GitLab’s peer group, and generally targets compensation for our NEOs at the 50th percentile. The CLDC does not have a set formula by which it determines how much of the executive’s compensation is fixed (e.g., base salary) rather than variable or at-risk. For fiscal year 2024, the material elements of our executive compensation program were: | | | | | | | | | Compensation Element | Overview | Purpose | Base Salary | Base salaries provide a fixed level of compensation tied to competitive market practice among peers and comparable software companies | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance | Annual Cash Incentive | Annual cash incentives provide a shorter-term incentive for executives based on achievement of annual goals tied to net ARR and NGOI | Designed to motivate our executives to achieve short-term financial objectives while making progress towards longer-term value creation | Long-Term Incentive Equity | Fiscal year 2024 long-term incentives were granted in the form of RSUs that vest over a four-year time horizon | Designed to align the interests of our executives and stockholders by motivating executives to create sustainable long-term stockholder value | Benefits | We offer competitive health and welfare benefits, a 401(k) plan, participation in an employee stock purchase plan, and other employee benefit plans | Designed to align with competitive norms for comparable companies |
Compensation Recovery Policy In November 2023, our Compensation Committee adopted the Compensation Recovery Policy (the “Recovery Policy”), which provides for the recovery of applicable incentive based compensation from current and former executive officers of the Company in the event the Company is required to restate its financial results due to its material non-compliance with any financial reporting requirement under federal securities laws, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding Nasdaq listing standards. Recoupment under the Recovery Policy will be required regardless of whether the executive officer or any other person was at fault or responsible for accounting errors that contributed to the need for the financial restatement or engaged in any misconduct. Chief Executive Officer Compensation In May 2021, our board of directors, with participation by every independent member of the board of directors, granted certain performance equity awards to Mr. Sijbrandij, our CEO. We believe these equity awards align Mr. Sijbrandij’s interests with those of our stockholders by creating a strong and visible link between Mr. Sijbrandij’s incentives and GitLab’s long-term performance. Mr. Sijbrandij’s 2021 performance equity awards consisted of (i) stock options to purchase 1,500,000 shares of our Class B common stock (the “CEO Option Award”) and (ii) PSUs tied to 3,000,000 shares of our Class B common stock (the “CEO PSU Award”). See the section entitled “CEO Performance Equity Award” for further details on the CEO Option Award and CEO PSU Award. In addition to the May 2021 equity awards, Mr. Sijbrandij’s reported compensation for fiscal year 2024 includes a $0.25 base salary. Mr. Sijbrandij was not eligible for a target annual incentive in fiscal year 2024. Say on Pay Vote We will be holding a non-binding stockholder advisory vote on the compensation of our named executive officers (the “Say-on-Pay vote”) at the Annual Meeting. We value the opinions of our stockholders and the two other most highly compensatedCLDC and the board of directors will consider the outcome of future stockholder advisory votes, including the vote which will take place at the Annual Meeting, when we make compensation decisions for the named executive officers serving as such at January 31, 2022. We referofficers.
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to these threecast an annual non-binding advisory vote to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules which includes the Say-on-Pay vote. The Say-on-Pay vote gives our “Named Executive Officers.” Thestockholders the opportunity to express their views on our named executive officers’ compensation. At the 2023 annual meeting of stockholders, approximately 99.2% of votes cast supported our executive compensation awarded to, earned by, or paidprogram. Our company was mindful of the support that our stockholders expressed for our executive officer compensation programs and, as a result, did not make any changes to our Named Executive Officersexecutive compensation programs for fiscal 2024 based on the outcome of our Say-on-Pay vote. The board of directors and the CLDC will continue to consider the outcome of our annual Say-on-Pay votes and any other feedback received from stockholders throughout the year when making compensation decisions for our executive officers in the future.
Compensation Decision-Making Process Determination of Compensation Awards The CLDC’s goal is generally to target elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element. For fiscal year 2024, the CLDC reviewed each element of compensation described below and set the target total direct compensation opportunities of our NEOs after taking into consideration the following factors: ●market data, including practices among companies in our compensation peer group; ●each executive officer’s scope of responsibilities; ●each executive officer’s tenure, skills, and experience; ●each executive officer’s performance; ●internal pay equity across the executive management team; ●our overall performance, taking into consideration performance versus internal plans and industry peers; ●the recommendations of our CEO (other than with respect to the CEO’s own compensation); and ●general market conditions. The CLDC does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile, or multiple for establishing compensation among the executive officers or in relation to competitive market data. Role of the Compensation and Leadership Development Committee The CLDC is responsible for overseeing our executive compensation program and all services rendered in all capacitiesrelated policies and practices. The CLDC’s primary duties are to usregularly meet, review, and advise our board of directors on GitLab’s overall compensation philosophy, policies, and plans, including a review of both regional and industry compensation practices and trends. The CLDC meets regularly during the years ended January 31, 2022fiscal year both with and 2021,without the presence of our CEO and other NEOs. The CLDC also discusses compensation issues with our CEO (except with respect to the CEO’s own compensation) and other members of the board of directors between its formal meetings. Role of Management Our people group and legal teams support the CLDC in designing our executive compensation program and analyzing competitive market practices. In addition, members of management, including our CEO, regularly participate in CLDC meetings to provide input on our compensation philosophy and objectives. Our CEO also evaluates the performance of our executives and provides recommendations to the CLDC regarding the compensation of our NEOs (other than with respect to the CEO’s own compensation). The CLDC reviews and discusses these recommendations and proposals with our CEO and uses them as applicable, is set forthone factor, among others, in detaildetermining and approving the compensation for our NEOs. Role of the Consultant The CLDC may engage the services of outside advisors, experts, and others to assist the CLDC. During fiscal year 2024, the CLDC retained the services of Compensia as independent compensation consultant to advise the CLDC on compensation matters related to our executive and director compensation programs. In fiscal year 2024, Compensia provided the following support: ●assisted in the Summary Compensation Tablereview and updating of our compensation peer group; ●analyzed the executive compensation levels and practices of the companies in our peer group; ●provided advice with respect to compensation best practices and market trends for NEOs and directors; ●assisted with the design of the short-term and long-term incentive compensation plans when appropriate; ●performance goals and targets for our NEOs and other tablesexecutives; and ●provided ad hoc advice and support throughout the year. Compensia reported to and worked for the CLDC. Prior to engaging Compensia, the CLDC considered the specific independence factors adopted by the SEC and Nasdaq, and determined that follow,Compensia is independent and that Compensia’s work did not raise any conflicts of interest. Role of Competitive Market Data As part of its annual compensation review process, the CLDC generally reviews competitive market data for positions comparable to those of our NEOs and other key executives. In September 2022, the CLDC reviewed the executive compensation practices of GitLab’s peer group. The executive compensation peer group approved by the CLDC comprised direct competitors and cloud, enterprise, and security software companies. Additional factors that were considered in identifying peers included: ●revenue less than approximately $900 million and a preference for strong revenue growth; ●a market capitalization between $4.0 billion and $36.0 billion; and ●headquarters in the United States.
Based on these criteria the CLDC approved the following peer group of 20 companies: | | | | | | ●Asana ●Bill Holdings ●BlackLine ●Cloudflare ●Confluent ●Coupa Software ●Datadog ●Dynatrace ●Elastic N.V. | ●Five9 ●HashiCorp ●MongoDB ●Procore Technologies ●Samsara ●SentinelOne ●Smartsheet ●Tenable Holdings ●Zscaler |
The CLDC evaluates the peer group annually, and modifies the peer group as wellneeded. Relative to the peer group approved for supporting fiscal year 2024 pay decisions, and taking into consideration the criteria above, the peer group was modified to remove Alteryx, Anaplan, Avalara, New Relic, Rapid7, Everbridge, and Fastly. Five9, HashiCorp, Procore Technologies, Samsara, and SentinelOne were added to the peer group based on their comparable revenue and industry profiles. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the CLDC also reviewed and utilized market data from the Radford Global Technology survey. Our CLDC utilizes market data as one reference point along with various other factors, such as the accompanying footnotesindividual’s performance, experience, and narratives relatingcompetitive market conditions in making compensation decisions. As such, the CLDC does not commit to those tables.setting GitLab’s executive pay levels at any particular percentile of the peer group. Our Named Executive Officers
Principal Elements of Compensation Base Salary Base salary is the primary fixed component of GitLab’s executive compensation program. Base salaries for our executive officers are generally reviewed and adjusted (if applicable) annually; adjustments to base salary are typically effective on the first day of the applicable fiscal year. In fiscal years 2023 and 2024, the base compensation for our NEOs was as follows: | | | | | | | | | | | | Executive | Fiscal 2023 Base Salary | Fiscal 2024 Base Salary | % Change | S. Sijbrandij | $0.25 | $0.25 | 0% | B. Robins | $400,000 | $430,000 | 7.5% | C. Weber | N/A (1) | $475,000 | N/A | R. Schulman | $370,000 | $395,000 | 6.8% | M. McBride (2) | $375,000 | $405,000 | 8.0% |
(1)Mr. Weber’s employment started during the fiscal year ended January 31, 2022 were:2024. •Sytse Sijbrandij,(2)Mr. McBride resigned effective August 1, 2023.
Base salary adjustments from fiscal year 2023 to fiscal year 2024 were made with reference to competitive market data with a goal of aligning with the 50th percentile, and additional considerations described above, including the scope of role and individual performance of our co-founder, Chief NEOs. The actual base salaries paid to our NEOs in fiscal year 2023 and fiscal year 2024 are as set forth in the “Summary Compensation Table” below. Cash Annual Incentive Compensation Our cash incentive bonus plan motivates and rewards our executives for achievements relative to our goals and expectations for each fiscal year. Each NEO has a target bonus opportunity, defined as a percentage of their respective annual base salary. Following the end of each fiscal year, our CLDC determines the annual cash incentive bonuses paid to our NEOs based on GitLab’s financial performance for the applicable fiscal year relative to GitLab’s annual approved budget and achievement of corporate objectives for the applicable fiscal year. Target Annual Bonuses At the beginning of each fiscal year, the CLDC reviews and approves the target annual bonus for each of our executive officers, including our NEOs. The CLDC considers the factors described in “Compensation Decision-Making Process—Determination of Compensation Awards”, with an emphasis on market data from our peer group for comparable positions. Target annual bonuses are determined with respect to the same corporate objectives and formula for all of our executive officers, including our NEOs. The independent members of our board of directors review any target annual bonus to be paid to GitLab’s CEO. Our CEO was not eligible for a bonus for fiscal year 2024. Fiscal Year 2024 Target Annual Bonuses In the first quarter of fiscal year 2024, the CLDC reviewed the target annual bonuses of our executive officers, including our NEOs. The CLDC considered the factors described in “Compensation Decision-Making Process—Determination of Compensation Awards”, particularly the market data from the companies in GitLab’s peer group, and approved the fiscal year 2024 target annual bonuses of our NEOs below:
| | | | | | | | | | | | Executive | Base Salary | Target Bonus | Target Bonus Opportunity | S. Sijbrandij | $0.25 | n/a | n/a | B. Robins | $430,000 | 70% | $301,000 | C. Weber | $475,000 | 100% | $475,000 | R. Schulman | $395,000 | 50% | $197,500 | M. McBride (1) | $405,000 | 100% | $405,000 |
(1)Mr. McBride resigned effective August 1, 2023.
Fiscal Year 2024 Corporate Performance Targets When designing GitLab’s non-equity incentive plan for fiscal year 2024 (the “2024 Bonus Plan”) the CLDC determined that the 2024 Bonus Plan should align the interests of our executives with those of our stockholders, and reward performance that would increase the value of GitLab to our stockholders. Accordingly, the CLDC decided that payments under the 2024 Bonus Plan would depend on GitLab’s achievement of Net ARR and NGOI (each as defined in “Executive Officer,Summary—A Note on Non-GAAP Measures & Key Operating Metrics”) goals for fiscal year 2024, with Net ARR weighed at 70% and ChairNGOI at 30% of the total non-equity bonus award. Under the 2024 Bonus Plan, no bonus was payable with respect to a particular measure (Net ARR or NGOI) if the percentage achievement was below certain Net ARR and NGOI thresholds. If either Net ARR or NGOI was at or above certain threshold value/percentages, the payout with respect to those measures was between 50% and 200% of the target bonus, interpolated on a straight-line basis in the event of actual performance between the threshold and target or between target and maximum performance objectives. | | | | | | | | | | | | | | | | | | | | | | Threshold | Target | Maximum | NGOI | (5%) | 70% Payout | 0% | 100% Payout | >4% | 200% Payout |
Fiscal Year 2024 Corporate Bonus Results In March 2024, the CLDC determined that for the purposes of determining payouts to the 2024 Bonus Plan, GitLab’s performance was equal to 104% of Net ARR and +2% of NGOI targets for the year, respectively. As a result, the weighted payout for the 2024 Bonus Plan was equal to 117% of target. Long-Term Incentives We grant annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our NEOs for long-term corporate performance based on the value of our common stock and, thereby, aligning the interests of our NEOs with those of our stockholders. The annual equity awards granted to our NEOs were determined by our CLDC after reviewing data from a competitive market analysis prepared by Compensia. In addition, GitLab’s CLDC considers the input of our CEO regarding the individual performance and pay levels for his direct reports. Fiscal Year 2024 Equity Compensation The CLDC regularly evaluates our executive compensation programs to ensure that the programs support retention and a strong pay-for-performance culture, provide competitive compensation opportunities, and align with our long-term business objectives. On March 30, 2023, the CLDC recommended to the board of directors;directors that the board of directors approve equity awards to our executive officers consisting of RSUs to our key executives (including our NEOs (other than our CEO)). On March 30, 2023, the board of directors approved the RSU equity awards to key executives, including the individuals listed in the following table, in order to: (1) support retention of key executives in a competitive market and reinforce a pay-for-performance culture, (2) motivate such key executives who are nearing the end of valuable pre-initial public offering grants to achieve ambitious long term goals, and (3) further align the rewards for such key executives with achieving the long term goals of GitLab. •Eric Johnson,
| | | | | | | | | Executive | RSUs Granted | Total Grant Value (1) | S. Sijbrandij | n/a | n/a | B. Robins | 110,000 | $3,631,100 | C. Weber (2) | 438,981 | $22,980,656 | R. Schulman | 55,000 | $1,815,550 | M. McBride | 92,500 | $3,053,425 |
(1)The total grant value is calculated by multiplying the number of shares granted by $33.01, the closing price of our Chief Technology Officer;Class A common stock on the award grant date. (2)Mr. Weber’s grant was approved in accordance with the requirements of our equity granting policies. The grant was issued on September 12, 2023 and the total grant value is calculated by multiplying the number of shares granted by $52.35, the closing price of our Class A common stock on the award grant date. •Michael McBride, our Chief Revenue Officer.
Time Vesting Restricted Stock Grants The RSUs listed in the above table will vest quarterly over four years, however, Mr. Weber’s grant had a 6 month cliff for vesting purposes while the grants made to the other executives did not have a cliff. The RSU’s are subject to the grantee’s continued employment through the applicable vesting date. Vesting, in the event the executive’s employment is terminated by GitLab without cause or, if applicable, by the executive for good reason, will be determined in accordance with such executive’s addendum to their offer letter, if applicable. Vesting of the RSUs will accelerate in the event of death or disability, in accordance with GitLab’s Death and Disability Policy. Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our Named Executive OfficersNEOs for all services rendered in all capacities during the fiscal years ended January 31, 20222024, 2023, and 2021,2022, respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Fiscal Year | | Salary ($) | | Equity Awards ($)(1) | | Non-Equity Incentive Plan Compensation ($)(2)(3) | | Total ($) | Sytse Sijbrandij | | 2022 | | 0.25 | | 18,497,700 | | — | | 18,497,700 | Co-founder, Chief Executive Officer, and Chair of the board of directors | | 2021 | | — | | — | | 124,400 | | 124,400 | Michael McBride | | 2022 | | 335,000 | | 3,187,712 | | 643,156 | | 4,165,868 | Chief Revenue Officer | | 2021 | | 285,000 | | — | | 405,821 | | 690,821 | Eric Johnson | | 2022 | | 340,000 | | 3,147,866 | | 323,170 | | 3,811,036 | Chief Technology Officer | | 2021 | | 300,645 | | 346,269 | | 150,747 | | 797,661 |
_______________ | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Fiscal Year | Salary ($) | Option Awards ($) (1) | Equity Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) (4) | All Other Compensation ($) (5) | Total ($) | Sytse Sijbrandij Co-Founder, Chief Executive Officer, and Chair of the Board of Directors | 2024 2023 2022 | 0.25 0.25 0.25 | — — 18,497,000 | — — 8,789,378 | — — — | 3,600 3,600 3,600 | 3,600 3,600 27,289,978 | Brian Robins Chief Financial Officer | 2024 2023 2022 | 430,000 400,000 360,000 | — — 1,013,320 | 3,631,100 5,730,146 — | 352,441 255,606 410,616 | 1,575 1,600 1,525 | 4,415,116 6,387,352 1,795,461 | Christopher Weber (6) Chief Revenue Officer | 2024 | 257,292 | — | 22,980,655 | 300,515 | — | 23,538,462 | Robin Schulman Chief Legal Officer, Head of Legal and Corporate Affairs, and Corporate Secretary | 2024 2023 2022 | 395,000 370,000 330,000 | — — 936,390 | 1,815,550 2,718,982 — | 231,253 168,883 313,665 | 25,000 20,333 (7) 1,913 | 2,466,803 3,278,198 1,581,968 | Michael McBride (8) Former Chief Revenue Officer | 2024 2023 2022 | 204,034 375,000 335,000 | — — 3,187,712 | 3,053,425 6,539,094 — | 474,214 342,330 578,888 | 202,500 — — | 3,934,173 7,256,424 4,101,600 |
(1)The amounts presented represent the aggregate grant-date fair value of the options to purchase shares of Class B common stock and RSUs awarded to the Named Executive OfficerNEO during each fiscal 2022 and 2021, respectively,year in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant-date fair value of the stock options reported in the “Equity“Option Awards” column are set forth in Note 1210 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2022.2024. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. (2)The amounts presented represent the aggregate grant-date fair value of the stock awards awarded to the NEO during each fiscal year, in accordance with FASB Accounting Standards Codification Topic 718. The grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The PSUs granted in fiscal 2023 have a revenue performance condition and a service condition. The value of the number of awards granted that is reflected in the table represents 100% of the target goal under the performance condition. Under the terms of the awards, the recipient may earn between 0% and 200% of the original grant. Should the highest level of the performance condition be achieved, the awards granted in fiscal 2023 have a grant date fair value of $9,168,251 for Mr. Robins; $4,350,389 for Ms. Schulman; and $10,462,541 for Mr. McBride. The RSU granted to Mr. Sijbrandij in fiscal 2022 contains market-based vesting conditions. The grant date fair value was estimated utilizing a Monte Carlo valuation model. The model assumed a share price volatility of 45% and a risk free rate of 1.52% and the RSUs contain a service condition and a market condition based on the achievement of eight separate stock price hurdles/tranches. (3)The amounts presented represent performance bonuses paidearned in each fiscal year 2022 based on the achievement of corporate performance metrics set by the board of directors. (3) The(4)For Mr. McBride the amounts presented representinclude commission paidearned in each fiscal year 2022 based on the achievement of corporate and individual performance metrics set by the board of directors.
(5)For Mr. Robins and Ms. Schulman, the amounts presented represent 401(k) company matching contributions. For Mr. Sijbrandij, the amounts presented represent employer life insurance premium contributions. (6)Mr. Weber was appointed Chief Revenue Officer effective July 17, 2023 and the value reflects Mr. Weber’s new-hire grant. (7)Includes a $5,000 a month stipend approved by the CLDC for Ms. Schulman’s service as Acting Chief Information Security Officer. (8)Mr. McBride resigned from his role as Chief Revenue Officer effective August 1, 2023. The amounts included in “All Other Compensation” for Mr. McBride are for consulting services for the period beginning August 2, 2023 through February 2, 2024.
Equity Compensation From time to time, we grant equity awards in the form of stock options and RSUs or PSUs to our Named Executive Officers,NEOs, which are generally subject to vesting based on each of our Named Executive Officers’NEOs’ continued service with us. Each of our Named Executive OfficersNEOs currently holds outstanding stock options to purchase shares of our Class B common stock that were granted under our 2015 Equity Incentive Plan, or the 2015 Plan,as amended (the “2015 Plan”), and stock awards that were granted under our 2021 plan, as set forth in the “Outstanding“Outstanding Equity Awards at Fiscal Year-End Table”Table” below.
Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in fiscal year 2024 for each of our NEOs under any plan. We did not grant any equity awards to Mr. Sijbrandij in fiscal year 2024. This information supplements the information about these awards set forth in the “Summary Compensation Table.” | | | | | | | | | | | | | | | | | | | | | | | | Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | | | Threshold ($) | Target ($) | Maximum ($) | Brian Robins | Cash | — | 150.500 | 301,000 | 602,000 | — | — | RSU | March 30, 2023 | — | — | — | 110,000 | $3,631,100 | Christopher Weber | Cash | — | 237,500 | 475,000 | 950,000 | — | — | RSU | September 12, 2023 | — | — | — | 438,981 | $22,980,655 | Robin Schulman | Cash | — | 92,500 | 185,000 | 370,000 | — | — | RSU | March 30, 2023 | — | — | — | 55,000 | $1,815,550 | Michael McBride (1) | RSU | — | — | — | — | 92,500 | $3,053,425 |
(1)Mr. McBride resigned from his role as Chief Revenue Officer effective August 1, 2023. (2)The amounts presented represent the aggregate grant-date fair value of the stock awards RSUs awarded to the NEO, in accordance with FASB Accounting Standards Codification Topic 718. The grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions.
Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of the Named Executive Officers,NEOs, information regarding outstanding stock options and RSU or PSU awards to purchase shares of Class B common stock held as of January 31, 2022.2024.
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Name | | Grant Date(1) | | Option Awards | | Stock Awards | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) (2) | Option Exercise Price ($) (3) | Option Expiration Date | Number of Shares, or Units, of Stock That have Not Vested (#) | Market Value of Shares, or Units, of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights, That have Not Vested (#) (5) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units, or Other Rights, That Have Not Vested ($) (4) | Number of Securities Underlying Unexercised Options Exercisable (#) | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | Option Exercise Price ($)(2) | | Option Expiration Date | Number of Unearned Shares or Units of Stock That Have Not Vested (#)(3) | | Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4) | Sytse Sijbrandij | Sytse Sijbrandij | | May 17, 2021 | (5) | 1,500,000 | | — | | $17.82 | | May 16, 2031 | | — | | — | Sytse Sijbrandij | May 17, 2021 (6) | 1,500,000 | — | $17.82 | May 16, 2031 | — | — | | May 17, 2021 | (5) | — | | — | | — | | — | | 3,000,00 | | $192,030,000 | Eric Johnson | | March 18, 2021 | (6) | 158,000 | | — | | $17.82 | | March 17, 2031 | | — | | — | | March 18, 2021 | (7) | 158,000 | | — | | $17.82 | | March 17, 2031 | | — | | — | | September 9, 2020 | (8) | 110,000 | | — | | $9.99 | | September 8, 2030 | | — | | — | | November 13, 2017 | (9) | 671,160 | | — | | $0.65 | | November 12, 2027 | | — | | — | | May 17, 2021 (6) | | | May 17, 2021 (6) | — | —- | — | 3,000,000 | $213,330,000 | Brian Robins | | Brian Robins | March 30, 2023 (7) | — | 89,375 | $6,355,456 | — | — | | June 17, 2022 (8) | | | June 17, 2022 (8) | — | 15,445 | $1,098,294 | — | — | | June 17, 2022 (9) | | | June 17, 2022 (9) | — | 78,121 | $5,555,184 | | March 18, 2021 (10) | | | March 18, 2021 (10) | 100,000 | — | $17.82 | March 17, 2031 | — | — | | September 9, 2020 (11) | | | September 9, 2020 (11) | 707,505 | — | $9.99 | September 8, 2030 | — | — | Robin Schulman | | Robin Schulman | March 30, 2023 (12) | — | 44,687 | $3,177,693 | — | — | | June 17, 2022 (13) | | | June 17, 2022 (13) | — | 37,069 | $2,635,977 | | June 17, 2022 (14) | | | June 17, 2022 (14) | — | 21,623 | $1,068,392 | — | — | | March 18, 2021 (15) | | | March 18, 2021 (15) | 47,000 | — | $17.82 | March 17, 2031 | — | — | | March 18, 2021 (16) | | | March 18, 2021 (16) | 47,000 | — | $17.82 | March 17, 2031 | — | — | | December 8, 2020 (17) | | | December 8, 2020 (17) | 170,000 | — | $16.71 | December 7, 2030 | — | — | | December 2, 2019 (18) | | | December 2, 2019 (18) | 138,365 | — | $8.90 | December 1, 2029 | — | — | Christopher Weber | | Christopher Weber | September 12, 2023 (19) | — | 438,981 | $31,215,939 | — | — | Michael McBride | Michael McBride | | March 18, 2021 | (10) | 160,000 | | — | | $17.82 | | March 17, 2031 | | — | | — | Michael McBride | March 30, 2023 (20) | — | 75,156 | $5,344,343 | — | — | | March 18, 2021 | (11) | 160,000 | | — | | $17.82 | | March 17, 2031 | | — | | — | | July 26, 2018 | (12) | 422,880 | | — | | $0.65 | | July 25, 2028 | | — | | — | | June 17, 2022 (21) | | | June 17, 2022 (21) | — | 37,146 | $2,641,452 | — | — | | March 18, 2021 (22) | | | March 18, 2021 (22) | 160,000 | — | $17.82 | March 17, 2031 | — | — | | March 18, 2021 (23) | | | March 18, 2021 (23) | 160,000 | — | $17.82 | March 17, 2031 | — | — | | July 26, 2018 (24) | | | July 26, 2018 (24) | 422,880 | — | $.065 | July 25, 2028 | — | — |
(1)All of the outstanding equityoption awards were granted under our 2015 Plan unless otherwise indicated.and all outstanding RSU and PSU awards were granted under our 2021 Plan. (2)All options granted to NEOs are immediately exercisable upon the granting of such options. (3)This column represents the fair value of a share of our Class B common stock on the grant date, as determined by our board of directors. (3) The number of RSUs included in the table assumes achievement of market-based goals at the target level for each performance tranche.
(4)The market valuevalues of unvested RSUs isand PSUs are calculated by multiplying the number of unvested RSUs held by the named executive officer by the closing price of our Class A capital stock on January 31, 2022,2024, which was $64.01$71.11 per share. (5)The number of PSUs included in the table assumes achievement of market-based goals at the target level of each performance tranche. (6)For information regarding Mr. Sijbrandij’s equity awards, please refer to “CEO“CEO Performance Equity Award.Award” below. (6) (7)These RSUs vest as to 1/16th of the total shares quarterly from the date of grant, subject to continued service through the applicable vesting date.
(8)These RSUs vest as to 1/16th of the total shares quarterly from the date of grant, subject to continued service through the applicable vesting date. (9)These PSUs will vest if we achieve certain revenue-based performance goals (the “Executive Award Performance Goals”) as of the fourth quarter of fiscal year 2025 (the “Executive Award Performance Period”). On or as soon as practicable following certification of achievement, the earned PSUs will be converted into RSUs which will then vest in equal twenty-five percent (25%) increments over four quarters and will be settled in shares of our Class A common stock. The date of the first vesting will be on or about the date on which the satisfaction of the Executive Award Performance Goals has been certified by the CLDC and the board of directors following completion of the Executive Award Performance Period. (10)These stock options vest as to 25% of the total shares on March 18, 2022,2023, and 1/4848th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Mr. Johnsons’Robins’ service with us terminates. (7) (11)These stock options vest as to 25% of the total shares on March 18, 2023,September 9, 2021, and 1/4848th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Mr. Johnsons’Robins’ service with us terminates.
(8) (12)These stock optionsRSUs vest as to 25%1/16th of the total shares on September 1, 2021, and 1/48quarterly from the date of the total shares will vest monthly thereafter,grant, subject to continued service through the applicable vesting date.
(13)These options contain an early-exercise provisionPSUs will vest if we achieve the Executive Award Performance Goals as of the Executive Award Performance Period. On or as soon as practicable following certification of achievement, the earned PSUs will be converted into RSUs which will then vest in equal twenty-five percent (25%) increments over four quarters and is exercisablewill be settled in shares of our Class A common stock. The date of the first vesting will be on or about the date on which the satisfaction of the Executive Award Performance Goals has been certified by the CLDC and the board of directors following completion of the Executive Award Performance Period. (14)These RSUs vest as to unvested1/16th of the total shares quarterly from the date of grant, subject to our right of repurchase.continued service through the applicable vesting date. (9) These stock options are fully vested.
(10) (15)These stock options vest as to 25% of the total shares on March 18, 2022,2023, and 1/4848th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Mr. McBrides���Ms. Schulman’s service with us terminates.
(16)These stock options vest as to 25% of the total shares on March 18, 2023,2022, and 1/4848th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Mr. McBrides’Ms. Schulman’s service with us terminatesterminates. (12) (17)These stock options vest monthly over 48 months in equal installments starting on December 7, 2020, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Ms. Schulman’s service with us terminates.
(18)These stock options vest as to 25% of the total shares on December 2, 2020, and 1/48th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Ms. Schulman’s service with us terminates. (19)These RSUs vest over four years with 12.5% vesting on the six month anniversary of the grant date and the 87.5% of the remainder vesting quarterly thereafter until fully vested, subject to continued service through the applicable vesting date. (20)These RSUs vest as to 1/16th of the total shares quarterly from the date of grant, subject to continued service through the applicable vesting date. (21)These RSUs vest as to 1/16th of the total shares quarterly from the date of grant, subject to continued service through the applicable vesting date. (22)These stock options vest as to 25% of the total shares on March 18, 2023, and 1/48th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares due to the termination of Mr. McBride’s services. (23)These stock options vest as to 25% of the total shares on March 18, 2022, and 1/48th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares due to the termination of Mr. McBride’s services. (24)These stock options vest monthly over 48 months in equal installments starting on July 26, 2018, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares due to the termination of Mr. McBride’s services.
2024 Stock Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during fiscal year 2024 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.
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Name | Option Awards | Stock Awards | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (1) | Sytse Sijbrandij | — | — | — | — | Brian Robins | — | — | 33,645 | $1,776,075 | Christopher Weber | — | — | — | — | Robin Schulman | 50,400 | $2,745,650 | 16,491 | $871,618 | Michael McBride | — | — | 32,202 | $1,687,051 |
(1)The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price on Nasdaq of our Class A common stock on the vesting date. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred in the event that Mr. McBrides’ service with us terminates.fiscal year 2024.
CEO Performance Equity Award In May 2021, our board of directors, with participation by every independent member of the board of directors, granted restricted stock performance equity awardsthe CEO Option Award and stock optionsCEO PSU Award to Mr. Sijbrandij. We believe these equity awards align Mr. Sijbrandij’s interests with those of our stockholders by creating a strong and visible link between Mr. Sijbrandij’s incentives and the company’sGitLab’s long-term performance. TheMr. Sijbrandij’s 2021 equity awards consist of the (i) stock options to purchase 1,500,000 shares of our Class B common stock, or theCEO Option Award and (ii) performance RSUs tied to 3,000,000 shares of our Class B common stock, or the RSUCEO PSU Award.
The CEO Option Award has an exercise price of $17.82 per share, which the board of directors determined was equal to the fair market value of our Class B common stock on the date of grant. The CEO Option Award will vest as to 1/5th of the shares on the one-year anniversary of the grant date and as to 1/60th of the shares each month thereafter, subject
in each case to Mr. Sijbrandij remaining in continuous employment as our CEO on each vesting date. The CEO Option will expireexpires ten years after the date of grant. The RSUCEO PSU Award, which has eight tranches, vests only to the extent thethat certain performance metric hasmetrics have been earnedachieved and certain service conditions have been satisfied. The performance metric as to any single tranche of the RSUCEO PSU Award will be satisfied aton the earliest date that the company’s average closing price of our shares of Class A common stock as reported on the established national listing exchange for any 90-trading day period exceeds thecertain price hurdle,hurdles, but only if such achievement occurs during the specifiedcertain performance periodperiods (as set forth in the table below, and upon certification by the compensation and leadership development committeeCDLC of the achievement of the stock price targets (which must occur within 90 days of the relevant achievement)). The price hurdles will adjust for stock splits, recapitalizations, and the like. The applicable price hurdle must be achieved during the relevant performance period (as set forth in the table below corresponding to the price hurdle) in order for the applicable tranche of RSUthe CEO PSU Awards to be earned, but once a price hurdle is achieved, the price hurdle need not be maintained in order for the applicable RSUCEO PSU Award tranche to continue to vest based on service. Once a price hurdle is no longer achievable due to the lapse of a performance period or if Mr. Sijbrandij ceases to be the CEO, any then-unvested portion of the RSUCEO PSU Award will be immediately forfeited. Any portion of the RSUCEO PSU Award may only be earned upon a change in control or after a liquidity event (such as an initial public offering, direct listing, or a de-SPAC transaction) and only to the extent Mr. Sijbrandij continues to lead the companyGitLab as our CEO on the later of the date the compensation and leadership development committeeCLDC certifies achievement of the performance metric and the “Service Vesting Date” set forth in the table below. Once a price hurdle is no longer achievable due to the lapse of a performance period or if Mr. Sijbrandij ceases to be the CEO, any then-unvested portion of the RSUCEO PSU Award will be immediately forfeited.
The following table indicates the price hurdle and the corresponding performance period in which that hurdle must be achieved and the service vesting dateService Vesting Date upon which the corresponding vesting is contingent: | | | | | | | | | | | | | | | | | | | | | | | | | | | Tranche | | Price Hurdle | | Performance Period | | Service Vesting Date | | Shares | 1 | | $95 | | 8/1/22 - 8/1/25 | | 2/1/23 | | 250,000 RSUs | 2 | | $125 | | 8/1/23 - 8/1/26 | | 2/1/24 | | 250,000 RSUs | 3 | | $165 | | 8/1/24 - 8/1/27 | | 2/1/25 | | 250,000 RSUs | 4 | | $215 | | 8/1/25 - 8/1/28 | | 2/1/26 | | 250,000 RSUs | 5 | | $275 | | 8/1/26 - 8/1/29 | | 2/1/27 | | 250,000 RSUs | 6 | | $350 | | 8/1/27 - 8/1/30 | | 2/1/28 | | 250,000 RSUs | 7 | | $425 | | 8/1/27 - 8/1/30 | | 2/1/28 | | 750,000 RSUs | 8 | | $500 | | 8/1/27 - 8/1/30 | | 2/1/28 | | 750,000 RSUs |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Tranche | | Price Hurdle (1) | | Performance Period | | Service Vesting Date | | Shares | 1 | | $95 | | 8/1/22 - 8/1/25 | | 2/1/23 | | 250,000 RSUs | 2 | | $125 | | 8/1/23 - 8/1/26 | | 2/1/24 | | 250,000 RSUs | 3 | | $165 | | 8/1/24 - 8/1/27 | | 2/1/25 | | 250,000 RSUs | 4 | | $215 | | 8/1/25 - 8/1/28 | | 2/1/26 | | 250,000 RSUs | 5 | | $275 | | 8/1/26 - 8/1/29 | | 2/1/27 | | 250,000 RSUs | 6 | | $350 | | 8/1/27 - 8/1/30 | | 2/1/28 | | 250,000 RSUs | 7 | | $425 | | 8/1/27 - 8/1/30 | | 2/1/28 | | 750,000 RSUs | 8 | | $500 | | 8/1/27 - 8/1/30 | | 2/1/28 | | 750,000 RSUs |
(1) As of April 2024, none of the applicable price hurdles has been achieved, and all of the PSU underlying the CEO PSU Award remain outstanding and eligible to vest.
To the extent a tranche of the RSUCEO PSU Award is vested, the shares under the RSUPSU will be settled in the calendar year that includes the 24 month anniversary of the date in which the RSUPSU tranche vested (i.e., the date that is 24 months following the later of the service vesting dateService Vesting Date or the certification of the performance condition, if each case, if Mr. Sijbrandij remained employed as CEO), except that the settlement shall occur earlier upon the first to occur of (v) a change in control of the company,GitLab, (w) Mr. Sijbrandij’s disability, (x) an unforeseeable emergency experienced by Mr. Sijbrandij, (y) Mr. Sijbrandij’s separation from service with the company,GitLab, or (z) Mr. Sijbrandij’s death, with all such terms as defined in a manner compliant with Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, to the extent shares settle prior to two years following the later of the service vesting or certification of the performance condition (other than due to a change in control), such shares will not be transferable for the remainder of such two-year period. In addition, during any two yeartwo-year period of a transfer restriction and during any period while Mr. Sijbrandij’s shares have not yet settled, the shares subject to the RSUCEO PSU Award will be subject to forfeiture upon a termination of Mr. Sijbrandij for cause or a finding of cause after Mr. Sijbrandij’s termination. In the event of a change of control of GitLab, the company, the RSUCEO PSU Award will be deemed earned as to any price hurdle that is below the consideration received per share by holders of our Class A common stock solely upon the closing of the transaction, without giving effect to any contingent or deferred payments, effective and measured immediately prior to the effective time of such transaction or the Closing Price. An RSU(the “Closing Price”). A CEO PSU Award may only be deemed earned as to unvested RSU TranchesPSU tranches subject to ongoing or upcoming performance periods and will not cause acceleration as to previously forfeited RSU TranchesPSU tranches corresponding with expired performance periods. Any portion of an RSUthe CEO PSU Award that is not earned as of the Acquisitionchange in control event shall be forfeited. In the event the Closing Price lies inis between price hurdles, and solely with respect to ongoing or upcoming performance periods, the RSUCEO PSU Award will be deemed proportionately vested as to a RSUPSU tranche, reflecting the linear interpolation between the prior and next price hurdles.
Notwithstanding the foregoing, if Mr. Sijbrandij’s employment terminates due to an involuntary termination without “cause,” a resignation for “good reason,” disability, or death, any earned but unvested RSUCEO PSU Awards will accelerate in full and any unearned RSUCEO PSU Awards will expire. This acceleration will only be effective if Mr. Sijbrandij returns an effective release of general claims against the companyGitLab within 60 days of such qualifying termination. The foregoing acceleration supersedes any vesting acceleration benefits that Mr. Sijbrandij may otherwise be entitled to under the Change in Control Severance Plan with respect to the RSUCEO PSU Award, except that the definitions of “cause,” “good reason,” and “disability” shall be as defined in the Change in Control Severance Plan. Notwithstanding any contractual transfer restrictions other than a market standoff, and subject to applicable securities laws, to the extent that taxes may be due upon the vesting or settlement of any RSUCEO PSU Award, Mr. Sijbrandij may sell to cover shares under the RSUCEO PSU Award to cover applicable taxes, assuming the maximum marginal tax rates. We believeThe CLDC believes the time and performance-based conditions (as applicable) associated with the CEO Option Award and RSUCEO PSU Award are extremely rigorous and appropriately align Mr. Sijbrandij’s incentives with the interests of our stockholders.
Executive
Additional Compensation Practices and Policies Anti-hedging Policy Under our Insider Trading Policy, we prohibit team members, contractors, consultants and members of our board of directors, as well as their immediate family members and people sharing their households and anyone subject to their influence or control (collectively, “Insiders”) from engaging in hedging or monetization transactions involving GitLab securities, such as zero cost, collars and forward sale contracts, or contribute our securities to exchange funds in a manner that could be interpreted as hedging in our stock. Anti-pledging Policy Under our Insider Trading Policy, we prohibit Insiders from pledging or using any GitLab securities as collateral in a margin account or as collateral for a loan unless the pledge has been approved by our Chief Legal Officer. Offer Letters and Employment AgreementsArrangements We are party to offer letters with each of our Named Executive OfficersNEOs setting forth the terms and conditions of employment for each of our Named Executive OfficersNEOs as described below. Sytse Sijbrandij In September 2021, we entered into a confirmatory offer letter with Mr. Sijbrandij. The offer letter does not have a specific term and provides that Mr. Sijbrandij is an at-will employee. Mr. Sijbrandij’s annual base salary is $0.25 and he does not have a target annual bonus. Eric JohnsonBrian Robins
In September 2021, we entered into a confirmatory offer letter with Mr. Johnson.Robins. The offer letter does not have a specific term and provides that Mr. JohnsonRobins is an at-will employee. Mr. JohnsonRobins is eligible to receive variable bonus compensation in accordance with our bonus policies and at the sole discretion of our board of directors. Effective as Christopher Weber In July 2023, we entered into a confirmatory offer letter with Mr. Weber. The offer letter does not have a specific term and provides that Mr. Weber is an at-will employee. Mr. Weber is eligible to receive variable bonus compensation in accordance with our bonus policies and at the sole discretion of February 1, 2022, Mr. Johnson’s annual base salaryour board of directors. Robin Schulman In September 2021, we entered into a confirmatory offer letter with Ms. Schulman. The offer letter does not have a specific term and provides that Ms. Schulman is $390,000an at-will employee. Ms. Schulman is eligible to receive variable bonus compensation in accordance with our bonus policies and his target annualat the sole discretion of our board of directors. Sabrina Farmer In January 2024, we entered into a confirmatory offer letter with Ms. Farmer. The offer letter does not have a specific term and provides that Ms. Farmer is an at-will employee. Ms. Farmer is eligible to receive variable bonus is $195,000.compensation in accordance with our bonus policies and at the sole discretion of our board of directors.
Michael McBride In September 2021, we entered into a confirmatory offer letter with Mr. McBride. The offer letter doesdid not have a specific term and providesprovided that Mr. McBride iswas an at-will employee. When Mr. McBride iswas employed at GitLab, he was eligible to receive variable bonus compensation in accordance with our bonus policies and at the sole discretion of our board of directors. Effective asMr. McBride resigned effective August 1, 2023. On July 15, 2023, and in connection with his resignation, Mr. McBride and GitLab entered into a Service Continuation Agreement (the “Service Continuation Agreement”). Pursuant to the Service Continuation Agreement, and subject to a release of February 1, 2022, Mr. McBride’s annual base salary is $375,000claims and his target annual bonusprovision of consulting services, and for the period of August 2, 2023 (the “Separation Date”) through February 2, 2024, Mr. McBride received a monthly payment equal to $33,750 per month. Mr. McBride also received COBRA coverage for six months following the Separation Date. Mr. McBride also received payments in connection with the Company’s distribution of funds in accordance with our 2024 Bonus Plan. Mr. McBride has continued vesting in outstanding equity awards through July 31, 2024. On July 31, 2024, all unvested outstanding equity awards with respect to which vesting is $375,000.no longer possible will be canceled. Potential Payments upon Termination or Change of Control In December 2020,September 2021, we adopted arrangements for our executive officers, including our Named Executive Officers,NEOs, that provide for payments and benefits on termination of employment or upon a termination in connection with a change of control. Under those arrangements, in the event that our Named Executive OfficersNEOs are terminated without “cause” or resign for “good reason” (each as defined in their respective confirmatory offer letter) in connection with or within three months before or twelve12 months following a “corporate transaction” (as defined in their respective confirmatory offer letter), they will be entitled to: (i) base salary continuation for a period of twelve12 months (eighteen(18 months for Mr. Sijbrandij) from the NEO’s termination date; plus their pro-rata portion of bonus earned through the date of termination, plus the amount of bonus that would have accrued during the severance period and (ii) benefits continuation payments (or COBRA, if applicable) for twelve12 months following the termination date (eighteen(18 months for Mr. Sijbrandij). In addition, each of our Named Executive Officer’sNEO’s outstanding equityoption awards will become immediately vested and exercisable, as applicable, with respect to 100% of the underlying shares. All such severance payments and benefits will be subject to each Named Executive Officer’sNEO’s execution of a general release of claims against us.GitLab. Additionally, in the event that our Named Executive Officers,NEOs are terminated without “cause” or resign for “good reason” outside of the period of three months before or twelve12 months after a “corporate transaction”transaction,” they will be entitled toto: (i) base salary continuation for a period of six months (twelve months for Mr. Sijbrandij) plus their pro-rata portion of bonus earned through the date of termination and (ii) benefits continuation payments (or COBRA, if
applicable) for six months following the termination date (twelve(12 months for Mr. Sijbrandij). All such severance payments and benefits will be subject to each Named Executive Officer’sNEO’s execution of a general release of claims against us.GitLab.
The 2021 performancefollowing table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on January 31, 2024, and the price per share of our common stock was the closing price on Nasdaq as of January 30, 2024 (the last day of business of fiscal year 2024), which was $74.38. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
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Name | Qualifying Termination - No Change in Control | Qualifying Termination - Change in Control | Cash Severance ($) | Cash Bonus ($) (3) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($) | Total ($) | Cash Severance ($) | Cash Bonus ($) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($) | Total ($) | Sytse Sijbrandij | $0.25 | — | $3,600 | — | $3,600.25 | $0.37 | — | $5,508 (1) | $262,732,000 | $262,737,508.37 | Brian Robins | $215,000 | $180,600 | $16,798 | — | $412,398 | $430,000 | $180,600 | $33,596 | $30,901,659 | $31,545,855 | Christopher Weber | $237,500 | $285,000 | $12,590 | — | $535,090 | $475,000 | $285,000 | $25,181 | $32,651,407 | $33,436,588 | Robin Schulman | $197,500 | $118,500 | $17,356 | — | $333,356 | $395,000 | $118,500 | $33,712 | $21,983,507 | $22,530,719 | Michael McBride (2) | — | — | — | — | — | — | — | — | — | — |
(1)Benefit continuation does not apply to Mr. Sijbrandij at this time because he is not currently enrolled in GitLab benefits. (2)Mr. McBride resigned effective August 1, 2023. In connection with his resignation, Mr. McBride received an aggregate $202,500 in cash payments and $11,365.70 in the value of ongoing COBRA coverage pursuant to the Service Continuation Agreement. For additional information regarding the Service Continuation Agreement and payments made to Mr. McBride thereunder, please see “—Offer Letters and Employment Arrangements” above. (3)Cash bonus is equivalent to 60% of annual bonus assuming the first half bonus was paid out at 40% earlier in the year.
Tax and Accounting Treatment of Compensation Deductibility of Executive Compensation Under Section 162(m) of the Internal Revenue Code, compensation paid to each of our “covered employees” that exceeds $1.0 million per taxable year is generally non-deductible. Although the CLDC will continue to consider tax implications as one factor in determining executive compensation, the CLDC also looks at other factors in making its decisions and retains the flexibility to provide compensation for our NEOs in a manner consistent with the goals of our executive compensation program and the best interests of our stockholders, which may include providing for compensation that is not deductible due to the deduction limit under Section 162(m). Accounting for Stock-Based Compensation Under ASC 718, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expenses on an ongoing basis according to ASC 718. The accounting impact of our compensation programs is one of many factors that the CLDC considers in determining the structure and size of our executive compensation programs. CEO Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for fiscal year 2024: •the median of the annual total compensation of all our employees (except our CEO) was $199,039; •the annual total compensation of our CEO was $3,600.25; and •the ratio of these two amounts was 55.28 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. To identify our median employee, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on January 31, 2024, our determination date, whether employed on a full-time, part-time, seasonal or temporary basis. We did not include any contractors or other non-employee workers in our employee population. To identify our median employee, we used a consistently applied compensation measure consisting of each employee’s base salary, target bonus or sales commissions, and the target value of equity awards granted during fiscal year 2024. Base salary and target total cash compensation reflects the annual salary rate and target bonus, as applicable, effective as of January 31, 2024. We selected these compensation elements because they represent our principal broad-based compensation elements. For employees paid other than in U.S. dollars, we converted their compensation to Mr. SijbrandijU.S. dollars using the applicable exchange rates in May 2021, describedeffect on November 1, 2023. Once our median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table.
PAY-VERSUS-PERFORMANCE DISCLOSURE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. For further information concerning our pay-for-performance philosophy and how executive compensation aligns with our performance, please refer to “Executive Compensation—Compensation Discussion and Analysis.” Pay-Versus-Performance Table | | | | | | | | | | | | | | | | | | | | | | | | | | | Pay Versus Performance | | | | | | Value of Initial Fixed $100 Investment | | | | | | Average | Average | Based On: | | | | Summary | Compensation | Summary | Compensation | | Peer Group | | Company- | | Compensation | Actually | Compensation | Actually | Total | Total | | Selected | | Table Total | Paid | Table Total | Paid | Shareholder | Shareholder | Net | Measure: | Year(1) | for PEO(2) | for PEO(3) | for Non-PEO NEOs(2) | for Non-PEO NEOs(3) | Return(4) | Return(4)(5) | Income(6) | Revenue(7) | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | 2024 | $3,600 | $97,396,301 | $8,588,639 | $10,470,781 | $68 | $133 | -$424,174,000 | $579,906,000 | 2023 | $3,600 | -$57,377,922 | $5,209,815 | -$3,681,571 | $48 | $88 | -$172,311,000 | $424,336,000 | 2022 | $27,289,978 | $146,867,481 | $3,956,318 | $26,962,513 | $62 | $105 | -$155,138,000 | $252,653,000 |
(1) During fiscal years 2022, 2023, and 2024, our PEO and non-PEO NEOs were as follows: | | | | | | | | | Year | PEO (CEO) | Non-PEO NEOs | 2024 | Sytse Sijbrandij | Michael McBride, Brian Robins, Robin Schulman, Chris Weber | 2023 | Sytse Sijbrandij | Michael McBride, Brian Robins, Robin Schulman, Eric Johnson | 2022 | Sytse Sijbrandij | Michael McBride, Eric Johnson |
(2) The dollar amounts reported in columns (b) and (d) are the amounts reported for our PEO and the average of our non-PEO NEOs, respectively, for each corresponding year in the section titled “2021 CEO“Total” column of the Summary Compensation Table. (3) The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs in each respective year. The dollar amounts do not reflect the actual amount of compensation earned or received during the applicable fiscal year. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation of our PEO and non-PEO NEOs for each year to determine the “compensation actually paid” to him or her: | | | | | | | | | | | | PEO | | | | 2024 | | Summary Compensation Table - Total Compensation | (a) | $3,600 | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | (b) | $0 | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | (c) | $0 | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | (d) | $98,798,127 | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | (e) | $0 | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (f) | $-1,405,426 | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (g) | $0 | = | Compensation Actually Paid | | $97,396,301 |
| | | | | | | | | | | | Non-PEO NEO Average | | | | 2024 | | Summary Compensation Table - Total Compensation | (a) | $8,588,639 | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | (b) | $7,870,183 | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | (c) | $10,392,815 | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | (d) | $2,546,643 | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | (e) | $662,118 | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (f) | $-829,364 | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (g) | $3,019,956 | = | Compensation Actually Paid | | $10,470,781 |
No dividends were paid during fiscal years 2022, 2023 and 2024 and GitLab does not maintain any pension plans, so there was no change in pension values during fiscal years 2022, 2023 or 2024. (4) Company and Peer Group total shareholder return assume a $100 investment based on closing prices on October 13, 2021 (the date of our initial public offering) through the end of the listed fiscal year, assuming reinvestment of dividends, where applicable. (5) The peer group used for this purpose is the S&P Information Technology Sector. (6) Represents GitLab’s Net Loss Attributable to GitLab, as reported in GitLab’s audited financial statements for the applicable fiscal year. (7) The Company-Selected Metric is Total Revenue, as reported in GitLab’s audited financial statements for the applicable fiscal year. Financial Performance Equity Award” will be governedMeasures The following table sets forth the company’s most important financial performance measures used to link NEO compensation actually paid during 2023 to company performance. | | | Company Performance Metrics | Revenue | Non-GAAP Operating Income | Stock Price Hurdles |
Additional information about each of these performance measures and the role of our performance in each of these measures in determining our executive compensation are discussed in greater detail in “Executive Compensation—Compensation Discussion and Analysis.” Analysis of Information Presented in Pay-Versus-Performance Table The following graph illustrates the relationship between compensation actually paid to our PEO and our non-PEO NEOs and our TSR for the period presented in the Pay-Versus-Performance table. The following graph illustrates the relationship between compensation actually paid to our PEO and our non-PEO NEOs and our net income for the period presented in the Pay-Versus-Performance table. In fiscal 2023, as a high-growth company, GitLab emphasized revenue growth as a performance measure. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program in fiscal 2023. Given this, we do not believe there is any meaningful relationship between our net income (loss) and compensation actually paid to our named executive officers during the periods presented.
REPORT OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
This report of the Compensation and Leadership Development Committee is required by the terms described above.SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act. Limitations on Liability and Indemnification Matters
Our amendedCompensation and Leadership Development Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation and Leadership Development Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the Compensation and Leadership Development Committee
Sue Bostrom, Chair Matthew Jacobson Merline Saintil
LIMITATIONS ON LIABILITY AND INDEMNIFICATION MATTERS
Our restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law or the DGCL.(the “DGCL”). Consequently, our directors are not personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:
•any breach of the director’s duty of loyalty to us or our stockholders; •any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; •unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or •any transaction from which the director derived an improper personal benefit.
Our amended restated certificate of incorporation and our amended and restated bylaws require us to indemnify our directors and officers to the maximum extent not prohibited by the DGCL and allow us to indemnify other team members and agents as set forth in the DGCL. Subject to certain limitations, our amended and restated bylaws also require us to advance expenses incurred by our directors and officers for the defense of any action for which indemnification is required or permitted, subject to very limited exceptions.
We have entered, and intend to continue to enter, into separate indemnification agreements with our directors, officers, and certain of our other team members. These agreements, among other things, require us to indemnify our directors, officers and key team members for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts actually and reasonably incurred by such director, officer or key team member in any action or proceeding arising out of their service to us or any of our subsidiaries or any other company, trust, team member benefit plan or enterprise to which the person provides services at our request. Subject to certain limitations, our indemnification agreements also require us to advance expenses incurred by our directors, officers, and key team members for the defense of any action for which indemnification is required or permitted.
We believe that these provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and indemnification agreements are necessary to attract and retain qualified persons such as directors, officers, and key team members. We also maintain directors’ and officers’ liability insurance.
The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation, our amended and restated bylaws or in these indemnification agreements may discourage stockholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Rule 10b5-1 Sales Plans
All of our executive officers have adopted written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend or terminate the plan in specified circumstances.
EQUITY COMPENSATION PLAN INFORMATION
The following table presents information as of January 31, 20222024 with respect to compensation plans under which shares of our Class A common stock or Class B common stock may be issued. | Plan category | Plan category | | Number of securities to be issued upon exercise of outstanding securities (#) | | Weighted- average exercise price of outstanding options ($)(1) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(#) | Plan category | Number of securities to be issued upon exercise of outstanding securities (#) | Weighted- average exercise price of outstanding options ($) (1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(#) | Equity compensation plans approved by security holders | Equity compensation plans approved by security holders | | 20,415,551 | (2) | | 11.83 | | 18,248,257 | (3) | Equity compensation plans approved by security holders | 19,618,163 (2) | $13.03 | 24,699,860 (3) | Equity compensation plans not approved by security holders | Equity compensation plans not approved by security holders | | — | | — | | — | | Equity compensation plans not approved by security holders | __ | __ | Total | Total | | 20,415,551 | | 11.83 | | 18,248,257 | | Total | 19,618,163 | $13.03 | 24,699,860 |
(1)The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price.
| | | | | | (1) | The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price. | (2) | Includes the 2015 Plan and 2021 Plan and excludes purchase rights accruing under the 2021 ESPP. | (3) | There are no shares of common stock available for issuance under our 2015 Plan, but that plan will continue to govern the terms of options granted thereunder. Any shares of Class B common stock that are subject to outstanding awards under the 2015 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance as shares of Class A common stock under our 2021 Plan. In addition, the number of shares reserved for issuance under our 2021 Plan increased automatically by 7,344,382 on February 1, 2022 and will increase automatically on the first day of February of each of 2023 through 2031 by the number of shares equal to five percent (5%) of the total number of outstanding shares of all classes of the company’s common stock outstanding (on an as-converted basis) on each January 31 immediately prior to the date of increase or a lower number approved by our board of directors. As of January 31, 2022, there were 3,271,090 shares of Class A common stock available for issuance under the 2021 ESPP. The number of shares reserved for issuance under our 2021 ESPP increased automatically by 1,468,876 on February 1, 2022 and will increase automatically on the first day of February of each year during the term of the 2021 ESPP by the number of shares equal to 1% of the total outstanding shares of our Class A common stock and Class B common stock as of the immediately preceding January 31 or a lower number approved by our board of directors. | (2)Includes all outstanding equity awards under the 2015 Plan and 2021 Plan and excludes purchase rights accruing under the 2021 ESPP. (3)There are no shares of common stock available for issuance under our 2015 Plan, but that plan will continue to govern the terms of options granted thereunder. Any shares of Class B common stock that are subject to outstanding awards under the 2015 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance as shares of Class A common stock under our 2021 Plan. In addition, the number of shares reserved for issuance under our 2021 Plan increased automatically by 7,877,919 on February 1, 2024 and will increase automatically on the first day of February during the term of the 2021 Plan by the number of shares equal to five percent (5%) of the total number of outstanding shares of all classes of GitLab’s common stock outstanding (on an as- converted basis) on each January 31 immediately prior to the date of increase or a lower number approved by our board of directors. As of January 31, 2024, there were 5,398,362 shares of Class A common stock available for issuance under the 2021 ESPP. The number of shares reserved for issuance under our 2021 ESPP increased automatically by 1,575,583 shares of Class A common stock on February 1, 2024 and will increase automatically on the first day of February of each year during the term of the 2021 ESPP by the number of shares equal to 1% of the total outstanding shares of our Class A common stock and Class B common stock as of the immediately preceding January 31 or a lower number approved by our board of directors.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS In addition
From February 1, 2023 to the executive officerpresent, there have been no transactions, and director compensation arrangements discussed above under “Executive Compensation” and “Proposal No. 1—Election of Directors—Director Compensation,” respectively, since February 1, 2020, the followingthere are the only transactions or series of similarcurrently no proposed transactions, to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest. Fiscal 2021 Third-Party Tender Offer
In December 2020, certain of our existing and new investors conducted a tender offer to purchase shares of our common stock from certain of our existing stockholders, including Mr. Sijbrandij, our Chief Executive Officer and a member of our board of directors. An aggregate of 3,887,156 shares of common stock, 408,211 shares of preferred stock, and 556,816 vested options were tendered at a price of $40.00 per share for a total purchase price of $194.1 million. The tender offer price per share was in excess ofinterest, except the fair value per share of the shares tendered.
Investors’ Rights Agreement
We are party to an amended and restated investors’ rights agreement, or our IRA, which provides, among other things, that any holder of our capital stock, who holds a majority of the Registrable Securities the outstanding (as defined in the IRA) have the right to demand that we file a registration statement or request that their shares of our capital stock be included on a registration statement that we are otherwise filing. Holders of our capital stock, including entities affiliated with Mr. Sijbrandij, our chief executive officer and a holderdirector compensation arrangements discussed above under “Executive Compensation” and “Proposal No. 1—Election of more than 5% of our outstanding capital stock, and with August Capital VII, L.P.Directors—Non-Employee Director Compensation, GV 2017, L.P., entities affiliated with ICONIQ Capital, and entities affiliated with Khosla Ventures, which each hold more than 5% of our outstanding capital stock, are parties to our Voting Agreement.” respectively.
Participation in Our Initial Public Offering
Entities affiliated with ICONIQ Capital, together, a holder of more than 5% of our capital stock and an affiliate of a member of our board of directors, purchased, through their affiliated entities, 650,100 shares of our Class A common stock in our initial public offering at the initial public offering price.
Mr. Sijbrandij, our Chief Executive Officer and a member of our board of directors sold 2,500,000 shares of Class A common stock, in our initial public offering at the public offering price, less the applicable underwriting discounts.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our restated bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our restated bylaws also require us to advance expenses incurred by our directors and officers. For more information regarding these agreements, see the section titled “Executive Compensation—Limitation on Liability and Indemnification Matters.”
Review, Approval or Ratification of Transactions with Related Parties
Our audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest.
Our policy regarding transactions between us and related persons provides that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our securities, in each case since the beginning of the most recently completed year, and any of their immediate family members. Our audit committee charter provides that our audit committee shall review and approve or disapprove any related party transactions.
ADDITIONAL INFORMATION
Stockholder Proposals to be Presented at Next Annual Meeting
Our amended and restated bylaws provide that, for stockholder nominations to our board of directors or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Corporate Secretary at the GitLab Inc. email address designated by the companyGitLab on the Investor Relations page of its website.
To be timely for our 20232025 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices not earlier than 5:00 p.m. Eastern Time on February 17, 202311, 2025 and not later than 5:00 p.m. Eastern Time on March 19, 2023.13, 2025. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our amended and restated bylaws.
Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 20232025 annual meeting of stockholders must be received by us not later than January 5, 2023[ ], 2025 in order to be considered for inclusion in our proxy materials for that meeting. To comply with our amended and restated bylaws as well as the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees for 2025 annual meeting of stockholders must ensure that our Corporate Secretary receives written notice that sets forth all information required by our amended and restated bylaws and by Rule 14a-19(b) under the Exchange Act within the time frames set forth above.
Available Information
We will mail, without charge, upon written request, a copy of our annual reportAnnual Report on Form 10-K for the fiscal year ended January 31, 2022,2024, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to our Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary, Robin Schulman, at CLO@gitlab.com.
The annual reportAnnual Report on Form 10-K is also available at https://ir.gitlab.com under “SEC Filings” in the “Financials & SEC Filings” section of our website.
Electronic Delivery of Stockholder Communications
We encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via email. With electronic delivery, you will be notified via e-mailemail as soon as future annual reports and proxy statements are available on the Internet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:
Registered Owner (you(you hold our common stock in your own name through our transfer agent, Computershare Trust Company, N.A, or you are in possession of stock certificates): visit https://www.computershare.com and log into your account to enroll.
Beneficial Owner (your(your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.
Your electronic delivery enrollment will be effective until you cancel it. Stockholders who are record owners of shares of our common stock may call Computershare Trust Company, N.A., our transfer agent, at (201) 912-1420 or visit https://www.computershare.com with questions about electronic delivery.
“Householding”—Householding—” Stockholders Sharing the Same Last Name and Address
The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our annual report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well.
This year, a number of brokers with account holders who are our stockholders will be “householding” our annual report and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of annual report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge at (866) 540-7095 or writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.
Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, our annual reportAnnual Report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, annual reportAnnual Report and other proxy materials, you may write our Corporate Secretary at the GitLab Inc.GitLab’s email address designated by the companyGitLab on the Investor Relations page of itsour website.
Any stockholders who share the same address and receive multiple copies of our Notice of Internet Availability or annual reportAnnual Report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or our Investor Relations department at the email address listed above.
OTHER MATTERS
Our board of directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to our board of directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders.Notice. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies. | | | | By Order of the Board of Directors | | Robin J. Schulman | Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary | | |
By Order of the Board of Directors
Robin J. Schulman Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary
APPENDIX A
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF GITLAB INC.
GitLab Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:
1.That the name of this Corporation is GitLab Inc., and that this Corporation was originally incorporated pursuant to the General Corporation Law on September 10, 2014 under the name GitLab Inc. The Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 18, 2021, as amended (the “Restated Charter”).
2.Amendment to Article VIII.
(a) Article VIII of the Restated Charter is hereby amended and restated in its entirety as follows:
“ARTICLE VIII: LIMITATION OF LIABILITY”
1.Limitation of Liability. To the fullest extent permitted by law, neither a director of the Corporation nor an officer of the corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.
2.Change in Rights. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Restated Certificate inconsistent with this Article VIII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.”
3.That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law and was approved by the holders of the requisite number of shares of capital stock of the Corporation acting by written consent in accordance with Sections 228 and 242 of the General Corporation Law.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this [ ] day of [ ], 2024.
By: ____________________
Name: Sytse Sijbrandij
Title: Chief Executive Officer
APPENDIX B Reconciliation of Non-GAAP Measures
Non-GAAP Operating Income (which we also refer to as Income (loss) from operations on a non-GAAP basis):
| | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended January 31, | | Fiscal Year Ended January 31, | | 2024 | | 2023 | | 2024 | | 2023 | Loss from operations on GAAP basis | $ (34,883) | | $ | (46,274) | | | $ (187,440) | | $ | (211,411) | | Stock-based compensation expense | 43,017 | | 33,641 | | | 163,049 | | 122,567 | | Amortization of acquired intangibles | 521 | | 595 | | | 2,167 | | 2,362 | | Restructuring charges | 188 | | — | | | 8,027 | | — | | Charitable donation of common stock | 2,675 | | — | | | 10,700 | | — | | Changes in the fair value of acquisition related contingent consideration | — | | | (1,722) | | | — | | | (659) | | Other non-recurring charges | 1,718 | | — | | | 2,131 | | — | | Income (loss) from operations on non-GAAP basis | $ 13,236 | | $ | (13,760) | | | $ (1,366) | | $ | (87,141) | | Income (loss) from operations margin on non-GAAP basis | 8% | | (11%) | | (0%) | | (21%) |
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