THIS POLICY WAS AMENDED AND RESTATED BY THE BOARD ON SEPTEMBER 14, 2021
At GitLab Inc. (the “Company”), we aim to lead by example. We set high standards for our team members at all levels and strive to meet them consistently. Our sound business principles and practices foster our commitment to ethical behavior, accountability and transparency. We expect our directors, officers and team members to avoid conflicts of interest, that is, any activity that interferes with the performance of their duties or that might deprive us of their undivided loyalty in business dealings. Conflicts of interest can come up in various ways, even in situations where the transaction may benefit the Company and our stockholders. This Related Party Transactions Policy (the “Policy”) deals specifically with those situations where the Company (including any of our subsidiaries) is a party to a transaction with a Related Party. Although our Code of Business Conduct and Ethics addresses this issue generally, we have adopted this Policy to formalize our procedures for the identification, review, and consideration and approval of the Audit Committee of our Board of Directors (the “Audit Committee”) of any transactions involving the Company and a Related Party. This Policy has been approved by our Board of Directors (“Board”).
This Policy applies to all of our executive officers, any person the Company knows to be the beneficial owner of more than 5% of any class of our voting securities (a “significant stockholder”), and members of our Board.
Our “Approval Authority” will be our Audit Committee. In a situation where a member of our Audit Committee is a Related Party in the proposed transaction, our Nominating and Corporate Governance Committee will be the Approval Authority.
You are a Related Party if you are:
a person who is, or at any time since the begining of our last fiscal year was, a director or executive officer of the Company or a nominee to become a director;
a significat stockholder, or an immediate family member of a director, director nominee, executive officer or signifiant stockholder. This includes any child stepchild, parent, stepparent, spouse, sibbling, in-law (mother, father, son, daughter, brother, sister) of such person, and any person (other than a tenant or employee) sharing the household of such person.
Any transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships, in which:
the Company (including any of our subsidiaries) was, is or will be a participant;
the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year; and
any Related Party had, has or will have a direct or indirect materal interest.
Any transaction that meets the above criteria is referred to as a “Related Party Transaction.”
We have established a process to identify any Related Party to assist us in enforcing this Policy.
Directors and Executive Officers Our Legal Team will collect, at least annually, the following information from each of our directors and executive officers:
This list also will include the name of each charitable or non-profit organization for which each director, executive officer and any immediate family member is a major fundraiser or otherwise serves as a director or trustee or in a similar capacity.
Directors and executive officers are expected to notify our Legal Team of any updates to the list of Related Parties, including updates to their employment and relationships with charitable organizations.
When the Company learns that a person has become a significant stockholder, our Legal Team will examine relevant filings with the U.S. Securities and Exchange Commission (“SEC”) (to the extent such information is available) to determine (a) if the person is an individual, the same information requested of directors and executive officers under this Policy, and (b) if the person is a firm, corporation or other entity, a list of principals or executive officers of such firm, corporation or entity.
Any transaction the Company intends to undertake with a Related Party, irrespective of the amounts involved (unless the transaction is subject to standing pre-approval as provided in this policy or pursuant to a resolution adopted by the Approval Authority), must be submitted to the Chief Legal Officer (the “CLO”) for his or her determination of the approvals required under this Policy. The CLO will refer to the Approval Authority any Related Party Transaction, and any other transaction that he or she otherwise determines should be considered for evaluation by the Approval Authority consistent with the purpose of this Policy. The CLO may do so irrespective of any pre-approval or other technical exemption from this Policy.
The Legal Team will provide the Approval Authority with all relevant information available about the proposed transaction, including:
In deciding whether to approve a proposed transaction, the Approval Authority may take into account any relevant information and considerations, including the impact on a director’s independence if the Related Party is a director. The Approval Authority may impose such conditions as it deems appropriate on the Company or on the Related Party in connection with approving the proposed transaction.
The Approval Authority will convey the decision, including any conditions imposed on the transaction, to our CLO, who then will convey the decision to the appropriate people within the Company.
Review of Ongoing Transactions
At least annually, the Approval Authority will review any previously approved or ratified transactions with Related Parties that remain ongoing and that have a remaining term of more than six months and remaining amounts payable to or receivable from us of more than $120,000 during the fiscal year. Based on all relevant facts and circumstances, the Approval Authority will determine whether it is in the best interests of the Company and its stockholders to continue, modify or terminate the transaction.
Members of our finance team will produce quarterly reports of any amounts paid or payable to, or received or receivable from, any Related Party. These reports will be provided (a) to our legal department and used to determine whether there are any Related Party Transactions or other transactions with Related Parties that were not previously approved or previously ratified under this Policy and (b) to our CLO for appropriate reporting in our periodic reports.
If the CLO learns of a transaction with a Related Party that required but did not receive approval or ratification under this Policy, the CLO will promptly submit the transaction to the Approval Authority. The Approval Authority will undertake the review described above. Based on the conclusions reached, the Approval Authority will evaluate all options, including but not limited to ratification, amendment or termination of the transaction with the Related Party, and determine whether disciplinary action is appropriate.
A transaction with a Related Party entered into without pre-approval of the Approval Authority will not be deemed to violate this Policy, or be invalid or unenforceable, provided that the transaction is brought to the Approval Authority as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this Policy.
Standing Pre-Approval for Certain Related Party Transactions
Unless there are special or unusual benefits to the Related Party in a proposed transaction, the following categories of Related Party Transactions do not need to be presented to the Approval Authority for review and approval under this Policy:
The Audit Committee may recommend future amendments to this Policy for consideration by our Board. Our Board reserves the right in its sole discretion to modify or grant waivers to this Policy. Any amendments or waiver may be publicly disclosed if required by applicable laws, rules and regulations.