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Authorization Matrix

For instruction on how to get approval to purchase goods or services see our Procure to Pay Process. For instruction on how to get Sales contracts countersigned, please our order processing - obtaining signatures process.

For procedural guidlines, please see our Authorization Policy.

The table below designates team members that are authorized to sign legal documents, with the exception of NDAs covering a physical visit of another organization. When working with legal agreements with vendors, consultants, and so forth, bear in mind the signature authorization matrix and the Authorization Policy. If you need to obtain approval for a vendor contract, please create a confidential issue in the finance issue tracker using our Contract Approval Workflow.

For all other documents that need to be signed, filled out, sent, or retrieved electronically, please do your best to fill out the form using the handbook and wiki then e-mail it to legal@ with the following information:

  1. Names and email addresses of those who need to sign the document.
  2. Any contractual information that needs to be included in the document.
  3. Deadline (or preferred timeline) by which you need the document prepared (i.e. staged in DocuSign for relevant signatures)
  4. Include a link to the relevant issue in the body of the DocuSign email message.
  5. If the vendor insists on sending the document via electronic issue please provide them a link to include in the request.
  6. Names and email addresses of those who need to be cc-ed on the signed document.

The process that Legal will follow is:

  1. Review the document and prepare as requested.
  2. Have the requestor check the prepared document, AND obtain approval from the CFO or CEO (such approval may be explicit in the email thread that was sent to legal@, in which case a second approval is not needed unless there have been significant edits to the document).
  3. Requestor shall stage the document for signing in DocuSign and cc (at minimum) legal@.
  4. Once signed: a. For customer contracts, the Requestor needs to attach the document to the applicable Contracts Object in Salesforce, and fill out all applicable fields in the Contracts Object. b. For vendor agreements, Requestor will file the document in ContractWorks.

Authorization Matrix

(All Functional Approvals require approval from previous tiers in hierarchy - Example: A CEO approval must also be approved by the exec team member prior to the CEO)

Changes or amendments to the authorization matrix is approved by the CEO and CFO. If authority to the CEO is changed then board approval is required.

Functional approval
Financial approval
Team Member
Manager
Director
Sr Director/VP
Exec Team
CEO
Board
PAO or VP Finance
CFO
Director of Legal/CLO
Approving expense(1)(4)
>$0K to $25K
Approves
Approves/Signs
>$25K up to $50K
Approves
Approves/Signs
>$50K up to $250K
Approves
Approves/Signs
>$250K up to $500K
Approves
Approves/Signs(5)
$500K to $1M
Approves
Signs
$1M+
Approves(6)
Approves(2)
Signs
Approving Payment(1)
>$0K to $250K
X
>$250K+
X
Legal Contracts
Standard Terms
Signs
Signs
Signs/Approves
Changes to Standard Terms and Vendor Contracts
Approves
Signs
Signs/Approves
Non standard terms > $0.5M annual revenue
Approves
Signs
Signs/Approves
NDA - GitLab Template
Signs
Signs
Signs/Approves
NDA - Third Party
Signs
Signs/Approves
New Contract due to Relocation
Approves
Approves if applicable
Approves if applicable/VP of People Ops Signs
Approves if applicable
Bad debt write off
Up to $10K
Approves
Approves
$10K to $100K
Approves
Approves
$100K plus
Approves
Advised
Approves
Compensation/Hiring - non-executive
Initial hiring Budgeted
Approves
Initial hiring Non-Budgeted
Approves
Approves
Use of Search Firm
Approves
Increases (Budgeted)
Approves
Approves
Increases (Not Budgeted)
Approves
Approves
Bonuses
Approves
Approves
Commission scales
Approves
Approves
Approves
Options
Recommends
Approves
Executive Compensation - All
Approves(3)
Benefit changes
Approves
Approves
Employee Travel & Entertainment
Non Billable Expenses
Up to $5K
Approves
Approves
>$5K
Approves
Approves
>$50K
Approves
Approves
Transfer of funds among GitLab entities
Up to $500K
Approves
Over $500K
Approves(5)
Approves
Board
Letters of Credit
Over $2.5M - Approval required
Guarantees
Over $2.5M - Approval required
Debt/Loan Financings
Approves
Loan Renewals
Approves
Investment Policy
Approves
Equity Financings
Approves
Changing Banks
No Approval required; covered under Opening or Closing Bank Accounts
Opening or Closing Bank Accounts
Chief Executive Officer approval (Delegation of approval authority to CEO to be recommended to the full BOD)
Establish, liquidate, or change the legal status of an entity
Approves
Acquire an entity
Over $2.5M - Approval required
Decisions to file a lawsuit or accept an injunction or consent decree (other than collection of receivables in due course)
Chief Legal Officer Approves
Decision to withdraw from/settle a lawsuit >$250K
Approves
Hiring or terminating corporate counsel
No Approval required
Amendment to subsidiary charter or by-laws
No Approval required
Change to equity structure and option plans
Approves
Severance payments greater than 4 weeks of severance payments or the amount of severance payment required by local law or regulation which are not provided for in Company policies or plans
Chief Legal Officer Approves

Notes/Comments:

Banking Controls

Authorization Matrix Policy

Purpose

This authorization matrix policy (“Policy”) is to provide procedural guidelines in support of GitLab Inc.’s (the “Company”) Authorization Matrix.

Policy Scope

Separate legal authority is required in many instances to sign documents due to local laws and apply to corporate legal documents, contracts, contractual amendments, purchase orders, etc. The support for these signature approvals are contained in the corporate or similar documents and provides the delegated approval for appropriate corporate functions/individuals. Team members preparing documents that affect one of the Company’s subsidiaries must seek the Tax Team’s input prior to completing the action so as to meet the requirements of local law.

Exceptions to this Policy must be approved by the Chief Financial Officer (the “CFO”) and the Chief Legal Officer (the “CLO”) or the CFO’s or CLO’s delegate.

Primary Authorized Signatories

The Company’s Authorization Matrix (“Authorization Matrix”) outlines the functional and financial approvals required, and designates team members that are authorized to sign legal documents (“Authorized Signatories”). The Authorization Matrix is a significant part of the Company’s system of internal controls. The Company’s internal control structure is a result of a combination of organizational design policies, processes, financial and nonfinancial performance measurements, and a team member’s awareness of all of these factors.

The Authorization Matrix also specifies limitations on approval authority based on Authorized Signatories title or responsibilities in the Company and a maximum dollar amount for types of transactions.

The Authorization Matrix should be referenced when approving expenses, approving payments, legal contracts, bad debt write off, compensation/hiring-non executive, benefit changes, employee travel & entertainment, and transfer of funds among GitLab subsidiaries.

A team member is not authorized to approve transactions involving amounts in excess of the threshold established for their tier in the hierarchy (or any lesser threshold amount that may be specified in the applicable written Delegation Authority).

Under no circumstances shall any transaction be divided into two (2) or more increments and approved on an individual basis that could result in altering the required level of approval. If a project has multiple parts it should be considered one project and all expenses should be aggregated together. Additionally, if a contract or agreement was approved, (the “Original Transaction”) for a project, transaction or vendor, at a certain spend threshold and within 60 days of approval, another contract or agreement comes through for the same project, transaction or vendor (the “Subsequent Transaction”), the team member should add the total spend for the Original Transaction and the total spend for the Subsequent Transaction to determine the combined total spend. The combined total spend amount should be used to determine the approval threshold amount and the contracts/transaction should be resubmitted for additional approvals if needed.

If any project is expected to exceed the amount originally approved, then additional approvals must be obtained.

Spending is aligned with budget responsibility. Team members have the obligation, on an ongoing basis, to manage and monitor expenditures to ensure expenditures remain within approved annual plan amounts.

Role of Authorized Signatories

Authorized Signatories are authorized to approve, execute, acknowledge, and deliver, in the name and on behalf of the Company, any and all documents within the scope of their authority that they determine to be necessary or appropriate to carry out the transactions authorized thereby.

No person may sign any document on behalf of the Company unless such individual is an Authorized Signatory. Authority to sign includes physical signatures, electronic signatures, and clickthrough agreements that acknowledge the acceptance of an agreement to specified terms and conditions.

Delegation of Authority

When Authorized Signatories are temporarily unavailable due to vacation, illness, travel, or unforeseen events, their signature and approval authority needs to be delegated to ensure the efficient continuation of Company operations and business decisions.

For purposes of this Policy:

Delegation of authority not to exceed 90 days in duration is permitted. Written notice of delegation shall be provided by the delegating team member to the CFO, CLO, the Principal Accounting Officer (the “PAO”) and Director of Legal, Corporate in order for the delegation to be effective.

Delegation Rules

Authorized Signatories may delegate signature and approval authority to a Delegatee for approving expense and approving payment, subject to the following limitations and requirements:

The Delegator shall:

Delegatee selection criteria. Delegation may only be made to a Delegatee:

Delegation procedures. All delegations must:

Delegation limitations. All delegations:

Any individual who is in an acting or interim position shall have the right to exercise the signature and approval authority of such position.

**Revocation of Authority. **A delegation of authority may be revoked or modified at any time in writing by:

The revoking individual must immediately notify the CFO, CLO, PAO and Director of Legal, Corporate in writing of any such revocation via the Delegation Issue for such delegation.

Responsibilities of Authorized Signatory

Each Authorized Signatory (including Delegatees) is responsible for:

This Policy is not exhaustive. The Company expects all Authorized Signatories to exercise common sense and good judgment in carrying out the decision-making process, such as when deciding the precise consultation and approval route for a particular contract or other transaction. If any contract is of an unusual nature or outside the normal course of Company activities and practices, the Authorized Signatory should elevate such contract to a higher organizational level for review and decision, even if the contract is within the Authorized Signatory’s scope of authority. In cases of doubt, for example in regard to novel, potentially contentious, or higher risk matters, any decisions must be escalated to the CFO, irrespective of monetary value.

Compliance with Other Policies

Signature and approval authority does not override other safeguards in the contracting process. Any approval and execution of a contract must comply with all relevant policies, internal controls, and guidelines of the Company, including those procedures and forms specific to the nature of the activity.

Conflicts of Interest

All team members are responsible for ensuring that the Company does not enter into a contract or other transaction that presents a real or perceived conflict of interest. All team members shall comply with the Company’s Code of Business Conduct and Ethics Policy and Related Party Transactions Policy when reviewing, approving, or otherwise exercising their authority with respect to such contract or other transaction. If a real or perceived conflict of interest does arise, the issue must be resolved prior to entering into such contract or other transaction, as required by the Company’s Code of Business Conduct and Ethics Policy.

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