Independent
Tenure on this board
4.6 yrs
Also a director at
Zscaler Inc (ZS)Autodesk Inc (ADSK)
2 nominees · 3 ballot items.
Elect two Class II directors for three-year terms; ratify KPMG LLP as GitLab’s independent registered public accounting firm for fiscal year ending January 31, 2027; and approve, on a non-binding advisory basis, the compensation paid to GitLab’s named executive officers (say-on-pay).
Elect two Class II directors (Karen Blasing and Godfrey Sullivan), each to serve a three-year term expiring at the 2029 annual meeting of stockholders.
Ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
A non-binding advisory (say-on-pay) vote to approve the compensation paid to GitLab’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the company’s disclosed executive compensation for its named executive officers (a Say-on-Pay vote). Management is seeking shareholder approval to validate its compensation philosophy, which emphasizes pay-for-performance through a mix of base salary, at-risk cash bonuses tied to Net ARR (70%) and non-GAAP operating income (NGOI, 30%), and long-term equity awards including a new component of performance stock units (PSUs). The Compensation and Leadership Development Committee introduced PSUs in fiscal 2026 to strengthen alignment between pay and company financial performance; PSUs and certain new-hire awards are tied to Net ARR and NGOI metrics and have multi-year vesting or certification requirements. For fiscal 2026 the CLDC certified weighted bonus achievement at approximately 74.51% of target (Net ARR at 89.2% of target and NGOI at 110.3%), and the annual PSUs for 2026 fell below the Net ARR threshold and were forfeited, demonstrating the program’s downside when performance targets are missed. Company-specific context includes leadership changes and new-hire equity (a CEO new-hire award with time- and performance-based PSUs, and large RSU grants to newly appointed CFO and CTO), which increase the prominence of say-on-pay as a governance signal. The board recommends FOR and frames the vote as advisory and non-binding, but states it will consider the vote results when setting future compensation, which is standard practice to gauge shareholder sentiment. Key governance considerations for sophisticated analysts include the measurement design (one-year PSU performance period with vesting schedule), the mix of metrics emphasizing ARR growth and operating income, the forfeiture outcome in 2026 that evidences pay-for-performance, and the company's disclosure that specific metric targets are not disclosed due to competitive sensitivity. Assessors should weigh the board’s rationale and alignment intent against concentrated equity grants to new executives and the potential retention vs. pay-for-performance trade-offs inherent in large new-hire awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 8,679,901 | $188M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 5.1% | 8,572,742 | $181M |
| 3 | PRIMECAP MANAGEMENT CO/CA/ | 4.3% | 7,299,050 | $158M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 6,084,853 | $132M |
| 5 | BlackRock, Inc. | 2.5% | 4,145,856 | $90M |
| 6 | Impactive Capital LPActivist | 2.3% | 3,914,996 | $85M |
| 7 | Champlain Investment Partners, LLC | 2.3% | 3,810,238 | $82M |
| 8 | Squarepoint Ops LLC | 2.2% | 3,682,760 | $80M |
| 9 | BlackRock, Inc. | 2.1% | 3,615,493 | $78M |
| 10 | TWO SIGMA INVESTMENTS, LP | 1.9% | 3,265,975 | $71M |
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