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Board of Directors and Corporate Governance

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Board and Committee Composition

Board of Directors

  1. Current members of the Board of Directors
  2. Board of Directors Job Description

Audit Committee

Meeting Process

The Staff EBA to the CFO is the DRI of scheduling the quarterly Audit Committee meeting in conjunction with the Chairperson, Management DRI and their Sr. EBA

  1. Timing: 2-3 weeks prior to the formal Board of Directors Meeting
  2. Duration: 110min (Q1-Q3) 140min (Q4)
  3. Agenda document to include links to all material being reviewed during the meeting

All Audit Committee materials being reviewed during the meeting will be uploaded into Boardvantage 5 business days prior to the Committee meeting by the Corporate Paralegal. Committee members will be notified of such by the Management DRI.

Audit Committee meetings are attended by:

Compensation and Leadership Development Committee

Meeting Process

The Staff EBA to the CEO is the DRI of scheduling the quarterly Compensation and Leadership Developement Committee meeting in conjunction with the Chairperson, Management DRI and their Sr. EBA

  1. Timing: 2-3 weeks prior to the formal Board of Directors Meeting and aligned with Audit Committee
  2. Duration: 80min
  3. Agenda document to include links to all material being reviewed during the meeting

All Compensation and Leadership Development Committee materials being reviewed during the meeting will be uploaded into Boardvantage 5 business days prior to the Committee meeting by the Corporate Paralegal. Committee members will be notified of such by the Management DRI.

Compensation and Leadership Development Committee meetings are attended by:

Compensation & Leadership Development Committee Schedule: The 2022 schedule of Compensation & Leadership Development Committee meetings is as follows:

Meeting Process

The Staff EBA to the CEO is the DRI of scheduling the quarterly Nominating & Corporate Governance Committee meeting in conjunction with the Chairperson, Management DRI and their Sr. EBA

  1. Timing: Twice yearly in March and September. Ideally 3-5 days in advance of the formal Board of Directors meeting
  2. Duration: 50min
  3. Agenda document to include links to all material being reviewed during the meeting

All Nominating & Corporate Governance Committee materials being reviewed during the meeting will be uploaded into Boardvantage 5 business days prior to the Committee meeting by the Corporate Paralegal. Committee members will be notified of such by the Management DRI.

Nominating and Corporate Governance Committee meetings are attended by:

Mergers and Acquisitions Committee

Meeting Process

The Staff EBA to the CEO is the DRI of scheduling the Mergers and Acquisitions Committee meeting in conjunction with the Chairperson, Management DRI and their Sr. EBA

  1. Timing: As needed
  2. Duration: 50min
  3. Agenda document to include links to all material being reviewed during the meeting

All Mergers and Acquisitions Committee materials being reviewed during the meeting will be uploaded into Boardvantage 5 business days prior to the Committee meeting by the Corporate Paralegal. Committee members will be notified of such by the Management DRI.

Mergers and Acquisitions Committee meetings are attended by:

Revenue non-committee

Location

The board meeting is all remote because hybrid is a bad experience for remote participants, see video calls point 10.

Board Meeting Schedule

  1. Board of Directors meetings are held quarterly and they are all remote; everyone joins with their own video conference setup from a separate location.
  2. Meetings are scheduled on/around the Thursday 6 weeks after the end of the quarter, assuming availability of the Directors.
  3. The 2023 schedule of Board meetings is as follows:

The Staff EBA to the CEO shall ensure that there are separate calendar invites for all attendees within each session, all including exact session start and end times, the appropriate Zoom link, and links to the agenda document. Any supplemental materials are required to be linked in the agenda document for each session:

Board Meeting Process

Timeline

  1. The Staff EBA to the CEO is the DRI for scheduling the Board meetings
  2. The CFO is the DRI for assembling the deck. Four weeks in advance of the Board meeting, the CFO sends the templates for the materials to be created to the E-Group and EBA team.
  3. Five weeks before the Board meeting, the Lead Independent Director will reach out to the Board via email to discuss agenda topics.
  4. Four weeks before the Board meeting, the Lead Independent Director, CEO, and CFO will have a meeting to discuss and finalize the agenda. Once finalized, the CFO will share the agenda with E-Group.
  5. The CFO sends a reminder to the E-Group 2 weeks in advance of the meeting.
  6. The CoS to the CEO shares the CEO Memo with E-Group for comments or edits 8 days prior to the Board Meeting.
  7. The E-Group has the complete presentation materials ready 10 days prior to the meeting. All materials are submitted to the CLO and CFO for review within 48 hours of receipt.
  8. Once approved by the CLO and the CFO, the CFO authorizes the Corporte Paralegal to upload the materials into Nasdaq Boardvantage (NBV) and attach them to the corresponding NBV Meeting. All presentations and content should be finalized at this time with no further changes. The Coprorate Paralegal is responsible for ensuring parity between the NBV Meeting and calendar invite, as well as for the sharing settings on all materials. Materials should be shared with the E-Group, the board@ alias, Board Observers, and the outside legal firm. Any exceptions must be confirmed by the CLO and relayed to the Corporate Paralegal before shipping.
  9. The EBA to the CFO is responsible for linking all materials in the agendas for each session of the board meeting. Materials should always be linked in the agenda and shared with the appropriate attendees. The EBA should notify the Staff EBA to the CEO when completed for their review.
  10. Seven days before the meeting, the CFO emails the Board notifying them that the materials are ready for review in NBV and includes any highlights or asks within the email.
  11. The CFO is the DRI for the Administrative deck and will share this with the CLO, the Corporate Paralegal, the EBA to CFO, and the Staff EBA to the CEO at least 1 week before the Board meeting. The Corporate Paralegal will upload the materials into NBV and then the CFO will notify the Board of their availability for review in NBV 4 business days prior to the Board meeting.
  12. The day before the Board meeting, the EBA to the CFO ensures that the Introduction section of the agenda is up to date with the latest attendees and ensures that the agenda document is up to date. Questions from the Board are added directly to the agenda document and are verbalized during the meeting.
  13. The CFO is responsible for ensuring that the Board meeting runs according to the time allotted.
  14. The CLO is responsible for maintaining the Minutes of the meeting and submitting for Board approval.
  15. The CLO ensures that PDF versions of the materials including presentations, exhibits, approved Mminutes, and Administrative materials are securely stored in NBV and on Google Drive labeled with the date of the meeting.
  16. The EBA to the CFO updates the Next Meeting's Timeline section of this page.
  17. The E-Group debriefs in the first E-Group Meeting after the Board Meeting.

Next Meeting's Timeline

This section is updated after every Board Meeting by the EBA to the CFO for the next Board Meeting.

  1. Meeting is scheduled for 2023-06-29.
  2. 2023-05-08 - The Lead Independent Director will reach out to the Board to discuss agenda items.
  3. 2023-05-15 - The Lead Independent Director, CEO, and CFO finalize the agenda. [At least 6 weeks before BoD Meeting]
  4. 2023-06-08 - The CFO adds another reminder to the E-Group during the weekly E-Group call. [A week before pencils down]
  5. 2023-06-15 - The E-Group has the complete presentation ready by 12pm Pacific time for review by the CLO and CFO. [A week before BoD Meeting materials distribution]
  6. 2023-06-15 - CEO records any videos for distribution. Staff EBA to the CEO coordinates the recording with the VP of IR and CoS to the CEO. [A week before BoD Meeting materials distribution]
  7. 2023-06-22 - Once approved by the CLO, CFO and CEO, the CFO authorizes the Corporate Paralegal to upload the materials into NBV and attach them to the corresponding NBV Meeting. The CFO then notifies the Board via email that materials are ready for review in NBV 7 days before the meeting. The Corporate Paralegal is responsible for sharing settings on all materials linked in the google doc BOD Agenda. Materials should be shared with the E-Group, the board@ alias, and the outside legal firm. Any exceptions must be confirmed by the CLO and relayed to the Corporate Paralegal before shipping.
  8. 2023-06-22 - The EBA to the CFO is responsible for linking all materials in the google document agendas for each session of the board meeting. Materials should always be linked in the agenda and shared with the appropriate attendees. The EBA should notify the Staff EBA to the CEO when completed for their review.
  9. 2023-06-22 - The EBA to the CFO ensures that the Introduction and Materials section of the agenda is up to date with the latest attendees and ensures that the agenda document is locked to further questions 24 hours before the meeting is set to begin. Questions can still be raised verbally during the meeting.
  10. 2023-06-29 - Board of Directors Meeting; CFO ensures the meeting runs according to the time allotted.
  11. 2023-07-05 - The E-Group debriefs in the first E-Group Meeting after the Board Meeting.
  12. 2023-07-05 - The CLO ensures that PDF versions of the materials including presentations, exhibits, approved Minutes, and Administrative materials are securely stored in NBV and on Google Drive labeled with the date of the meeting.
  13. 2023-07-05 - The EBA to the CFO updates this section of the Handbook page with the timeline for the next Board meeting in December 2022.

Board Materials

GitLab uses Nasdaq’s Boardvantage (NBV) portal for the electronic dissemination and storage of materials relating to GitLab’s Board Meetings.

For a more detailed overview of navigating the NBV portal, please click here to view the Internal Reference Guide.

Agenda

  1. Prior to distributing the Board deck, the CFO or EBA to the CFO groups questions together in the BOD Meeting Agenda by function or topic. Notes should not be taken by any GitLab team members in the agenda document during the meeting as requested by Legal.
  2. Key Board material is presented during Board Meeting sessions. This includes:
    • The General Session Board deck (excluding the appendix or any pre-read slides, memos or videos)
    • The Administration Session for Board Committee readouts by the Committee Chairperson updating the Board as to the Committee’s activities and highlighting the items requiring Board approval, if any.
  3. Questions can be asked throughout the meeting. 30 minutes are reserved at the end of the General Session for Q&A / Discussion.
  4. At the conclusion of the General Session the E-Group, Observers, CoS to the CEO, Staff EBA, CEO Shadows depart the zoom meeting and the full Board shall meet for a Closed Session.

Board Deck

  1. The deck should start with a CEO Overview section which includes: list of up to ten GitLab KPIs. These should reflect the team’s prioritizations. The expectation is that these metrics will be on the list for a year or longer. The CEO Overview will also include slides on: prior quarter or fiscal year overview, trends, challenges, opportunities and current fiscal year priorities.
  2. The deck highlights 2 key asks for Board input during the meeting. Each ask should have a few key slides that provide historical context, current status, and plans for the future. We strive to have 2 key asks and at least 20 minutes spent on these topics. The key asks are typically presented during the meeting and may include team members from across the organization to join the meeting.
  3. The deck includes a Sales and Marketing section composed of: an executive summary slide on OKRs and key learnings, prior quarter review, upcoming quarter and fiscal year outlook. It may also include a competitive landscape update and any other relevant key updates.
  4. The deck includes an R&D section composed of: an executive summary slide on OKRs and key learnings, R&D investments, product themes, efficiency drivers, revenue drivers, and any other key updates.
  5. The deck includes a People Group section composed of: Attrition and General Update.
  6. The deck should strive to not exceed 7 slides per group.
  7. Slides should convey a high-level overview as opposed to operational updates and will not include embedded links.
  8. Put information on public webpages such as /strategy as much as possible.
  9. Sensitive information goes into the Administration deck managed by the CFO.
  10. Font size should be minimum 16pt, footnotes excluded. We want to make sure everything can be read.
  11. Every slide should have a title which provides the key takeaway from that slide.

Sales Slides

The Sales Slides should always include:

  1. An overview of segment and geographic success
  2. A sales overview including revenue, % of plan, growth versus last year and other key metrics

Finance Presentation

The Finance slides are as follows:

  1. Review past quarter and YTD: Bookings review (growth rates) / new/growth and by sales zone
  2. Review past quarter and YTD: P&L vs plan with commentary
  3. Review past quarter and YTD: Revenue deep dive
  4. Review past quarter and YTD: Gross Margin deep dive
  5. Review past quarter and YTD: Cash waterfall
  6. Forward looking: Rolling forecast that we will hold company accountable to in next quarter with commentary
  7. Forward looking: Cash projection through end of year
  8. Forward looking: LR plan adjustments with commentary
  9. Forward looking: Balance sheet projection to match the 4Q Forecast

CEO Memo

The CEO is responsible for submitting a memo to the BoD in advance of the Board meeting. The memo captures GitLab highlights from the previous quarter, CEO OKRs for the coming quarter, and other topics that are top of mind for the CEO. The CoS to the CEO supports the CEO by creating an initial draft and sharing it with the CEO a week before the final draft is shared with E-Group. The memo should have online tests for readability before they are finalized or shared with the CEO. A tool, such as https://readable.com/, can be used.

Board Dinner

We usually have a Board Dinner on the evening before a Board Meeting. The EBA to the CEO is responsible for coordinating this dinner. Board Members, Local E-Group members, and the CoS to the CEO are all optional attendees. Bios for attendees of the Board Dinner should be sent by the EBA to the CEO 3 business days in advance of the Board Dinner.

Each quarter, E-Group can choose to invite an additional team member as a Key Talent Guest. If this is desired in a specific quarter, at least a month before the dinner, the CoS to the CEO will gather nominations and ensure that E-Group has identified an invitee. Criteria for consideration includes:

  1. Key Talent
  2. High performance
  3. Clear results
  4. Function (should have representation across functions throughout the year)
  5. Diversity (participation from members in GitLab Team Member Resource Groups

Once the Key Talent Guest has been identified, it is the relevant E-Group team member's responsibility to ensure that managers of this person are aware of the invite. The EBA to the CEO will then confirm that the guest is able to join. If not, the invite will go to the runner up. Once a Key Talent Guest is confirmed, the EBA to the CEO should enter their name in the Key Talent guest list.

GitLab will cover this person's travel expenses. A person's location will not be considered in the selection criteria though the person's travel must be allowed under GitLab's travel policies and guidelines.

As part of joining the dinner, the Key Talent Guest should come prepared to discuss:

  1. Their background (both at GitLab and before joining)
  2. What they have accomplished thus far at GitLab
  3. What their plans are both now and in the future and what they see as a future for themselves at GitLab

Though no formal presentation is required, the Key Talent Guest should advise on how they want to discuss these topics with the Board and E-Group and coordinate with the EBA to the CEO. The EBA to the CEO will ensure that the Key Talent Guest has dedicated time at the dinner.

Key Talent Board Dinner Guests

Past and future Key Talent Dinner Guests are listed below.

Date Key Talent Guest
2021-09-29 David DeSanto
2021-12-13 Sherrod Patching
2022-03-21 Christine Lee
2022-12-12 Sherida McMullan

Board Recaps

Board Members often engage with team members on individual topics. Examples include conversations around security, development priorities, or sales pipeline. When this happens, and a subset of Board Members are involved, the E-Group leader responsible for a specific topic should provide a brief, email recap to all Board Members. When the information can be shared with all of E-Group, the individual email addresses of E-Group members should be CCed. When the information cannot be shared with all of E-Group, folks who should have context within E-Group should be CCed. This helps to ensure that all Board Members and relevant E-Group members are kept in the loop.

The Board Recap should include the following:

  1. The objective of the meeting
  2. Attendees, including titles
  3. Key takeaway. This should include any big decisions made in the conversation or changes that result from it
  4. A brief summary of what was discussed

We don't include links to the handbook or full meeting notes as Board Recaps are designed to give the Board Members a quick overview. Emails can be sent from E-Group Members to board@gitlab.com. Note: a limited group of GitLab team members, including E-Group team members, have the permissions required for reaching the Board through this email alias. The Board cannot email e-group@gitlab.com directly, so individual team member email addresses should be added on Board correspondence.

Board Deep Dives

Board Members may request additional time for a deep dive on a specific topic. This ask often occurs during a Board Meeting. In these instances, the E-Group owner most responsible for the topic is the DRI for preparing for and scheduling the follow up conversation. The Board Members who asked for the meeting should be in attendance. All Board Members should be added to the invite as optional. These meetings should usually be scheduled for 50 minutes. When appropriate, these meetings should be recorded and posted to the NBV portal. The loop should always be closed with a Board Recap to the entire Board.

Quarterly AMA with the Board

We will have one Board member per quarter conduct an AMA (Ask Me Anything) session with the GitLab team. AMA’s are 25 minutes and live streamed to GitLab Unfiltered on YouTube. These AMA's are scheduled by the Staff EBA to the CEO.

Board Selection Process

Roles and Responsibilities

Interview Process

Independent

  1. First meeting with the nominating board member; 50-minute meeting.
  2. CEO and Board members: 50-minute meetings.
  3. GitLab CRO, CFO, CLO and other E-Group members as requested.
  4. Any parties as requested by the candidate.

Board Renewal Process

Assuming GitLab adopts a three class structure, a Director can belong to Class I, Class II or Class III. Some of our Directors will be in Class 1 and will be up for reelection as early as the first year the company is public, while other Directors will not be up for reelection until 2 or 3 years after the company is public. The decision as to which director is in which class is typically made close to when a company goes public. Various factors in making this determination are taken into consideration; for example, some VC Directors may prefer to leave the Board earlier in the public company lifecycle due to the number of commitments or requirements imposed by their respective funds.

Board Onboarding Process

GitLab New Director Checklist

Board member onboarding from an internal processes checklist perspective:

CLO DRI

To be completed prior to onboarding:

  1. Resume for our files (can be a printout of LinkedIn)
  2. Outside counsel to run background check
  3. D&O questionnaire
  4. Executed offer letter
  5. Indemnification agreement
  6. If applicable, UWC to increase Board size
  7. Inform External Communications and Investor Relations

External Comms DRI

  1. Press release

CEO DRI

  1. Inform E-Group
  2. Inform Team Members via Slack announcement

GitLab New Director Onboarding Checklist

Board member onboarding from a GitLab orientation perspective:

CLO DRI

New Director will be be provided with:

  1. Links to relevant Handbook pages, including:
    • Committee Membership
    • Committee Charters
    • Code of Conduct
    • Related Party Transactions Policy
    • Bylaws
  2. Certificate of Incorporation
  3. Access to the Legal Board Drive
  4. Org chart
  5. Summary of Director and Officer Liability Insurance
  6. Executed Indemnification Agreement

Staff EBA DRI

  1. Add new Director to our team page and update relevant Handbook pages (stable counterpart page, committee members, etc.)
  2. Update Board distribution list with Board Member and support staff
  3. Send calendar invites to Board member and support staff for:
    • Board meetings as well as a Board calendar covering meetings for next fiscal year
    • Board dinners
    • Board Committee Meetings (as needed)
    • Commit
    • Contribute
    • Sales Kickoff
    • President's Club
  4. Update Board Member contact information list and circulate to Board and support staff
  5. Schedule AMA with New Board member
  6. Schedule Functional Reviews within the first month:
  7. Corporate Strategy (CEO) - 50 mins
    • Materials for meeting: Most recent Board of Directors meeting presentation, Key Review slides, current quarter OKRs. Please do not generate new content. The Staff EBA to the CEO sends material to the new Director at least 72 hours in advance. The meeting is centered around the new Director's questions
    • GitLab Strategy
    • 3 year strategy
    • Company KPI's
    • Quarterly OKRs
    • Mitigating Concerns
  8. Finance (CFO) - 80 minutes suggested
    • Financing profile, liquidity, creditworthiness, credit ratings
    • Current issues, Board oversight issues
    • Risk assessment
    • Disclosure controls, internal controls
    • Information systems
    • Internal audits
    • Role of independent auditor
    • Current topics, Board oversight
    • Discuss separate meeting with Auditors
    • Audit Committee Overview
  9. Legal, Compliance, Regulatory, Governance (CLO) - 50 minutes suggested
    • Legal matters, if any
    • Compliance and regulatory, generally
    • Current topics, Board oversight
    • Nominating Corporate Governance Overview
  10. People Group (CPO) - 50 minutes suggested
    • Compensation philosophy
    • Benefits structure
    • Equity plans
    • Executive compensation structure and policy
    • DIB overview
    • Compensation Committee Overview
  11. Sales (CRO) - 80 minutes suggested
    • The Staff EBA to the CRO sends material to the new Director at least 72 hours in advance.
    • Materials and key topics include: Sales Key Review slides, Sales KPI dashboard, most recent CRO Board Appendix slides and Sales section of the BOD deck, market definiton, current organization design, current sales motion, customer motion, sales philosophy and current CRO priorities.
  12. Marketing (CMO) - 50 minutes suggested
  13. Product Overview (EVP, Product, EVP, Engineering, CEO) - 80 minutes suggested
    • Product review
    • Roadmap
    • Security
  14. Investor Relations (Sr. Director of IR) - Optional 50 minutes suggested
    • IR strategy, shareholder base, external perceptions
    • Overview of large investors
    • If available/applicable:
      • Share analyst reports from any new banks
      • Share copies of recent investor presentations

References

  1. AVC post
  2. AVC comment
  3. Techcrunch article

Corporate Governance Documents

  1. Amended and Restated Bylaws ("Restated ByLaws") of GitLab Inc. (As Adopted September 14, 2021 and Effective October 18, 2021)
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