DEF 14A of Gitlab Inc., May 15, 2023

DEF 14A of Gitlab Inc.

Filed May 15, 2023 · FY20230001628280-23-018206

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. ELECTION OF DIRECTORS

    | We are asking our stockholders to elect three Class II directors for a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The table below sets forth information with respect to our three nominees standing for election. All of the nominees are currently serving as directors. Additional information about our director nominees and their respective qualifications can be found under the section titled “Proposal No. 1 Election of Directors—Nominees to Our Board of Directors.” | BOARD’S RECOMMENDATION “FOR ALL” nominees for this Proposal |

  3. ELECTION OF DIRECTORS

    | Name | Age | Director Since | | Karen Blasing | 67 | August 2019 | | Merline Saintil | 46 | November 2020 | | Godfrey Sullivan | 69 | January 2020 |

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of eight directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I do not expire until the annual meetings of stockholders held in 2024 and 2025, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the three Class II nominees named below, each of whom is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes cast, which means that the three individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

  5. Nominees to Our Board of Directors

    Nominees to Our Board of Directors The nominees 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.

  6. Nominees to Our Board of Directors

    | Name of Director/Nominee | Age | Position | Director Since | | Karen Blasing (1) | 67 | Director | August 2019 | | Merline Saintil (2) | 46 | Director | November 2020 | | Godfrey Sullivan (3)* | 69 | Director | January 2020 |

  7. Nominees to Our Board of Directors

    * Lead Independent Director (1)Chair of the audit committee (2)Member of the compensation and leadership development committee (3)Member of the nominating and corporate governance committee Karen Blasing has 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 served 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 Saintil has served as a member of our board of directors since November 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 for Mobile & Emerging Products for Yahoo! Inc. from January 2014 to November 2014. Prior to joining Yahoo!, Ms. Saintil held 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 2022, Evolv Technology Holdings, Inc. (Nasdaq: EVLV) since January 2021, and TD SYNNEX Corporation (NYSE: SNX) since September 2021. Ms. Saintil is the Chair of the Nominating and Governance Committee of Symbotic and Evolv Technology. She is certified in Cybersecurity Oversight by the National Association of Corporate Directors and the Carnegie Mellon Software Engineering Institute. Ms. Saintil holds a Bachelor of Science degree in Computer Science from Florida A&M University and a Master of Science degree in Software Engineering Management from Carnegie Mellon 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 Sullivan has 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.

  8. Continuing Directors

    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.

  9. Continuing Directors

    | Name of Director | Age | Position | Director Since | | Class I Directors: Matthew Jacobson(1)(2) | 39 | Director | August 2018 | | Sytse Sijbrandij | 43 | Co-Founder, Chief Executive Officer, and Chair of the Board of Directors | September 2014 | | Class III Directors: Sundeep Bedi(3) | 49 | Director | August 2021 | | Sue Bostrom(4)(5) | 62 | Director | April 2019 | | Mark Porter(3) | 57 | Director | December 2022 |

  10. Continuing Directors

    (1)Member of the compensation and leadership development committee (2)Chair of the nominating and corporate governance 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 Matthew Jacobson has served as a member of our board of directors since August 2018. Mr. Jacobson has served as Partner at ICONIQ Capital and General Partner at ICONIQ 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, Braze, Inc. a customer engagement platform company since July 2017, and served on the board of directors of Sprinklr, Inc., an enterprise software company, from December 2014 to December 2022. Additionally, Mr. Jacobson 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 August 2018 to July 2019 and as a stockholder 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 board of directors 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- founder and Chief Executive Officer. 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, and ServiceNow, Inc., a cloud-based solutions software company, since July 2014. Ms. Bostrom served as a member of the board of directors of Anaplan, Inc., a business planning software platform company, from September 2017 to June 2022, 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. Mark Porter has served as a member of our board of directors since December 2022. Mr. Porter has served as the Chief Technical Officer (“CTO”) of MongoDB, a database platform company, since July 2020. Prior to MongoDB, Mark was CTO of Mobility at Grab, Southeast Asia’s super app that provides everyday services such as ride-hailing, food, package, grocery delivery, mobile payments and financial services to millions of people, from October 2018 to July 2020. Prior to joining Grab, Mark was a General Manager at Amazon Web Services, from May 2013 to October 2018, where he led the Relational Database Service (RDS), Amazon Aurora and RDS for PostgreSQL, the AWS Database Migration Service, and the AWS Schema Conversion Tool. Prior to Amazon, Mark held various roles including CTO of a division of NewsCorp and Vice President of Engineering at Oracle Corporation, as well as working at NASA/JPL and being an early member of the Oracle Database Kernel group. Mark previously served on the board of directors of MongoDB from February 2020 to July 2020. He also served on the board of directors of Splyt, a global mobility company, from May 2019 through June 2020, and as a Board Advisor to MariaDB, a database company from March 2018 until January 2020. He holds a BS in Engineering and Applied Science from Caltech. We believe that Mr. Porter is qualified to serve as a member of our board of directors because of his executive leadership experience and experience in the technology industry. There are no family relationships among our directors and executive officers.

  11. Director Compensation

    Director Compensation The following table provides information for the fiscal year ended January 31, 2023 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 2023, other than Mr. Sijbrandij, the Chair of our board of directors and 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 Compensation—Summary Compensation Table” below.

  12. Director Compensation

    | Name | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2)(5) | | Total ($) | | Sundeep Bedi | 40,000 | | 194,964 | | 234,964 | | | Karen Blasing | 50,000 | | 194,964 | | 244,964 | | | Sue Bostrom | 45,000 | | 194,964 | | 239,964 | | | David Hornik (3) | 5,506 | | — | | 5,506 | | | Matthew Jacobson | — | | — | | — | | | Merline Saintil | 37,000 | | 194,964 | | 231,964 | | | Godfrey Sullivan | 47,265 | | 194,964 | | 242,229 | | | Mark Porter (4) | 5,435 | | 349,368 | | 354,803 | |

  13. Director Compensation

    (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, 2023 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)Mr. Hornik resigned from the board of directors in March 2022. (4)Mr. Porter was appointed to the board of directors in December 2022. (5)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, 2023. 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.

  14. Director Compensation

    | 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 | 4,430 | 36,000 (6) | — | | Karen Blasing | 4,430 | — | 21,875 | | Sue Bostrom | 4,430 | — | 19,844 | | David Hornik (3) | — | — | — | | Matthew Jacobson | — | — | — | | Merline Saintil | 4,430 | 70,000 (7) | — | | Godfrey Sullivan | 4,430 | — | 37,500 | | Mark Porter (4) | 7,088 | — | — |

  15. Director Compensation

    (6) 23,250 shares of our Class A common stock underlying this option award were unvested as of January 31, 2023. (7) 32,084 shares of our Class A common stock underlying this option award were unvested as of January 31, 2023.

  16. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Our board of directors approved the following cash and equity compensation for our non-employee directors.

  17. Executive Summary

    Executive Summary 2023 Business Highlights We are a growing global software company that pioneered the DevSecOps Platform, a fundamentally new approach to software development and delivery. 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 2023, 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 $424.3 million, representing 68% year-over-year growth; ●GAAP operating margin was (50)%; Non-GAAP operating margin was (21)% compared to (39%) in fiscal year 2022; ●Customers with more than $5,000 of ARR increased to 7,002, up 52% from the fourth quarter of fiscal year 2022; ●Dollar-Based Net Retention Rate was above the reporting threshold of 130% for each quarter of fiscal year 2023; and ●Strong product innovation including the release of GitLab 15, GitLab Dedicated in Limited Availability, beta availability of Value Stream dashboards, and GitLab Govern. 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 NEOs 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 annual recurring revenue (“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 A—Reconciliation of Non-GAAP Measures”. 2023 Compensation Highlights Our fiscal year 2023 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, and goals during the year. Based on our actual performance, each NEO earned a bonus equal to 91.288% 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 2023, the CLDC approved grants in a mix of time-based RSUs and performance-based RSUs (“PSUs”). 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.

  18. Executive Compensation Program Design

    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 2023, the material elements of our executive compensation program were:

  19. Executive Compensation Program Design

    | 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 | | Cash Annual 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 2023 long-term incentives were granted in a mix of RSUs and PSUs. Vesting of PSUs granted in fiscal year 2023 is contingent upon achievement of ambitious multi-year revenue goals | 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 |

  20. Executive Compensation Program Design

    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 2023 includes a $0.25 base salary. Mr. Sijbrandij was not eligible for a target annual incentive in fiscal year 2023.

  21. Compensation Decision-Making Process

    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 2023, 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; ●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 related policies and practices. The CLDC’s primary duties are to regularly 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 fiscal year both with and 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 team and legal team 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 one factor, among others, in determining 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 2023, 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 2023, Compensia provided the following support: ●assisted in the review 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 with appropriate; ●performance goals and targets for our NEOs and other executives; 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 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 2021, the CLDC reviewed the executive compensation practices of GitLab’s peer group. The executive compensation peer group approved by the CLDC was comprised of 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:

  22. Compensation Decision-Making Process

    The CLDC evaluates the peer group annually, and modifies the peer group as needed. Relative to the peer group approved for supporting fiscal year 2023 pay decisions, the peer group was modified to remove Pluralsight due to Pluralsight’s acquisition as well as Momentive, PagerDuty, and Yext, which no longer met the target financial criteria. Asana, Confluent, Datadog, and Dynatrace 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 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 individual’s performance, experience, and competitive market conditions in making compensation decisions. As such, the CLDC does not commit to setting GitLab’s executive pay levels at any particular percentile of the peer group.

  23. Cash Annual Incentive Compensation

    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. No annual bonus was paid to our CEO for fiscal year 2023. Fiscal Year 2023 Target Annual Bonuses In the first quarter of fiscal year 2023, 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 2023 target annual bonuses of our NEOs below:

  24. Cash Annual Incentive Compensation

    | Executive | Base Salary | Target Bonus | Target Bonus Opportunity | | S. Sijbrandij | $0.25 | n/a | n/a | | B. Robins | $400,000 | 70% | $280,000 | | M. McBride | $375,000 | 100% | $375,000 | | R. Schulman | $370,000 | 50% | $185,000 | | E. Johnson(1) | $390,000(2) | n/a(3) | n/a |

  25. Cash Annual Incentive Compensation

    (1)Mr. Johnson resigned effective October 1, 2022. (2)Reflects the amount paid to Mr. Johnson during his employment with GitLab and pursuant to his Service Continuation Agreement during fiscal year 2023, as further described in “Offer Letters and Employment Arrangements”. (3)Due to Mr. Johnson’s resignation of employment, he was not eligible to receive a bonus for fiscal year 2023. Fiscal Year 2023 Corporate Performance Targets When designing GitLab’s non-equity incentive plan for fiscal year 2023 (the “2023 Bonus Plan”) the CLDC determined that the 2023 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 2023 Bonus Plan would depend on GitLab’s achievement of Net ARR and NGOI (each as defined in “Executive Summary—A Note on Non-GAAP Measures & Key Operating Metrics”) goals for fiscal year 2023, with Net ARR weighed at 70% and NGOI at 30% of the total non-equity bonus award. Under GitLab’s non-equity bonus plan for fiscal year 2022 (the “2022 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. Fiscal Year 2023 Corporate Bonus Results In March 2023, the CLDC determined that for the purposes of determining payouts to the 2023 Bonus Plan, GitLab’s performance was equal to 81.3% and 126.7% of Net ARR and NGOI targets for the year, respectively. As a result, the weighted payout for the fiscal year 2023 Bonus Plan was equal to 91.288% of target.

  26. Long-Term Incentives

    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 2023 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 June 14, 2022, the CLDC recommended to the board of directors that the board of directors approve one-time equity awards to our executive officers consisting of PSUs and RSUs to our key executives (including our NEOs (other than our CEO)). On June 17, 2022, the board of directors approved the grant of such one-time 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.

  27. Long-Term Incentives

    | Executive | RSUs Granted | PSUs Granted | Total Grant Value(1) | | S. Sijbrandij | n/a | n/a | n/a | | B. Robins | 52,080 | 78,121 | $5,730,146.01 | | M. McBride | 59,433 | 89,149 | $6,539,093.82 | | R. Schulman | 24,712 | 37,069 | $2,718,981.81 | | E. Johnson | 31,350 | 47,025 | $3,449,283.75 |

  28. Long-Term Incentives

    (1)The total grant value is calculated by multiplying the number of shares granted by $44.01, the closing price of our Class A capital stock on award date. Time Vesting Restricted Stock Grants The RSUs listed in the above table will vest quarterly over four years, 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. Performance-Based Restricted Stock Grants The PSUs listed in the above table will vest if GitLab achieves 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 GitLab’s 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. We believe the time and performance-based conditions (as applicable) associated with the PSUs are extremely rigorous and appropriately align the incentives of these key executives with the interests of our stockholders. In the event of a change of control of GitLab before the expiration of the Executive Award Performance Period, the PSUs will vest in equal twenty-five percent (25%) increments over four fiscal quarters as of the date of the change of control to the extent the Executive Award Performance Goals had been achieved as of the change of control. The CLDC will determine the achievement of the Executive Award Performance Goals by comparing the revenue realized at the end of the quarter immediately preceding the public announcement of the change of control against pre-set target quarterly revenues determined by the CLDC at the date of grant of the PSUs. Notwithstanding the foregoing, if an executive’s employment terminates due to an involuntary termination without “cause” or a resignation for “good reason” (each as defined in the executive’s offer letter addendum, if applicable), in each case, within three months preceding or 12 months following a change of control, then the then-outstanding earned PSUs will vest in full. This acceleration will only be effective if the executive returns an effective release of general claims against GitLab within 60 days of such qualifying termination. In the event of death or disability of an executive prior to the end of the Performance Period, the PSUs will vest if the Executive Award Performance Goals measured as of the quarter immediately preceding the death or disability, as described above in the case of a change of control, have been achieved and the earned PSUs will accelerate to the extent provided in GitLab’s Death and Disability Policy. The PSUs are all otherwise subject to the terms and conditions of the 2021 Plan and the Form of PSU Award Agreement, a copy of which is attached as Exhibit 10.6 to GitLab’s Form 10-Q for the quarter ended July 31, 2022, filed September 7, 2022, and incorporated herein by reference.

  29. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our NEOs for all services rendered in all capacities during the fiscal years ended January 31, 2023, 2022, and 2021, respectively.

  30. Summary Compensation Table

    | 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 | 2023 2022 2021 | 0.25 0.25 0.25 | — 18,497,000 — | — 8,789,378 — | — — 124,400 | 3,600 3,600 3,600 | 3,600 27,289,978 128,000 | | Michael McBride Chief Revenue Officer | 2023 2022 2021 | 375,000 335,000 285,000 | — 3,187,712 — | 6,539,094 — — | 342,330 578,888 414,204 | — — — | 7,256,424 4,101,600 699,204 | | Brian Robins Chief Financial Officer | 2023 2022 2021 | 400,000 360,000 113,975 | — 1,013,320 — | 5,730,146 — — | 255,606 410,616 70,226 | 1,600 1,525 2,375 | 6,387,352 1,795,461 186,576 | | Robin Schulman Chief Legal Officer, Head of Legal and Corporate Affairs, and Corporate Secretary | 2023 2022 2021 | 370,000 330,000 325,000 | — 936,390 — | 2,718,982 — — | 168,883 313,665 93,300 | 20,333 (6) 1,913 1,306 | 3,278,198 1,581,968 419,606 | | Eric Johnson(7) Former Chief Technology Officer | 2023 2022 2021 | 260,000 340,000 325,000 | — 3,147,866 346,269 | 3,449,284 — — | 78,000 323,170 150,747 | 130,000 — — | 3,917,284 3,811,036 475,747 |

  31. Summary Compensation Table

    (1)The amounts presented represent the aggregate grant-date fair value of the options to purchase shares of Class B common stock awarded to the NEO during each fiscal 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 “Option Awards” column are set forth in Note 10 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023. 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 RSUs 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 $10,462,541 for Mr. McBride; $9,168,251 for Mr. Robins; $4,350,389 for Ms. Schulman; and $5,518,854 for Mr. Johnson. 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 earned in each fiscal year based on the achievement of corporate performance metrics set by the board of directors. (4)For Mr. McBride the amounts presented include commission earned in each fiscal year 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)Includes a $5,000 a month stipend approved by the CLDC for Ms. Schulman’s service as Acting Chief Information Security Officer. (7)Mr. Johnson resigned from his role as GitLab’s Chief Technology Officer effective October 1, 2022. The amounts included in “All Other Compensation” for Mr. Johnson are for consulting services for the period October 2, 2022 through January 31, 2023.

  32. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in fiscal year 2023 for each of our NEOs under any plan. This information supplements the information about these awards set forth in the “Summary Compensation Table.”

  33. Grants of Plan-Based Awards Table

    | Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael McBride | Cash | — | $187,500 | $375,000 | $750,000 | — | — | — | — | — | | | RSU | 6/17/22 | — | — | — | — | — | — | 59,433 | $2,615,646 | | | PSU | 6/17/22 | — | — | — | — | 89,149 | 178,298 | — | $3,923,447 | | Brian Robins | Cash | — | $140,000 | $280,000 | $560,000 | — | — | — | — | — | | | RSU | 6/17/22 | — | — | — | — | — | — | 52,080 | $2,292,040 | | | PSU | 6/17/22 | — | — | — | — | 78,121 | 156,242 | — | $3,438,105 | | Robin Schulman | Cash | — | $92,500 | $185,000 | $370,000 | — | — | — | — | — | | | RSU | 6/17/22 | — | — | — | — | — | — | 24,712 | $1,087,575 | | | PSU | 6/17/22 | — | — | — | — | 37,069 | 74,138 | — | $1,631,406 | | Eric Johnson | RSU | 6/17/22 | — | — | — | — | — | — | 31,350 | $1,379,713 | | | PSU | 6/17/22 | — | — | — | — | 47,025 | 94,050 | — | $2,069,570 |

  34. Grants of Plan-Based Awards Table

    (1)These columns show a range of payouts possible under the PSU awards granted in fiscal year 2023. The amount shown in the “Target” column for each award represents 100% of the PSUs granted, which equals the number of units that would vest if the “Target” performance level were achieved. The “Threshold” level is the minimum level of performance that must be met before any payout may occur. The amount shown in the “Maximum” column is 200% of the Target” payout amount. Further information about these awards is provided in the section titled “Long-Term Incentives.”

  35. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of the NEOs, information regarding outstanding stock options and RSU or PSU awards to purchase shares of Class B common stock held as of January 31, 2023.

  36. Outstanding Equity Awards at Fiscal Year-End Table

    | | | 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) | | Sytse Sijbrandij | May 17, 2021 (6) | 1,500,000 | — | $17.82 | May 16, 2031 | — | — | | — | | | May 17, 2021 (6) | — | — | —- | — | — | — | 3,000,000 | $192,030,000 | | Michael McBride | June 17, 2022 | — | — | — | — | 52,004 | $2,569,518 | — | — | | | June 17, 2022 | — | — | — | — | — | — | 89,149 | $4,404,852 | | | March 18, 2021 (7) | 160,000 | — | $17.82 | March 17, 2031 | — | — | — | — | | | March 18, 2021 (8) | 160,000 | — | $17.82 | March 17, 2031 | — | — | — | — | | | July 26, 2018 (9) | 422,880 | — | $.065 | July 25, 2028 | — | — | — | — | | Brian Robins | June 17, 2022 | — | — | — | — | 45,570 | $2,251,614 | — | — | | | June 17, 2022 | — | — | — | — | — | — | 78,121 | $3,859,959 | | | March 18, 2021 (10) | 100,000 | — | $17.82 | March 17, 2031 | — | — | — | — | | | September 09, 2020 (1) | 707,505 | — | $9.99 | September 08, 2030 | — | — | — | — | | Robin Schulman | June 17, 2022 | — | — | — | — | — | — | 37,069 | $1,831,579 | | | June 17, 2022 | — | — | — | — | 21,623 | $1,068,392 | — | | | | March 18, 2021 (12) | 47,000 | — | $17.82 | March 17, 2031 | — | — | — | — | | | March 18, 2021 (13) | 47,000 | — | $17.82 | March 17, 2031 | — | — | — | — | | | December 7, 2020 (14) | 170,000 | — | $16.71 | December 6, 2030 | — | — | — | — | | | December 2, 2019 (15) | 188,765 | — | $8.90 | December 1, 2029 | — | — | — | — | | Eric Johnson | March 18, 2021 (16) | 158,000 | — | $17.82 | March 17, 2031 | — | — | — | — | | | March 18, 2021 (17) | 59,250 | — | $17.82 | March 17, 2031 | — | — | — | — | | | September 9, 2020 (18) | 57,291 | — | $9.99 | September 8, 2030 | — | — | — | — | | | November 13, 2017 (19) | 403,654 | — | $.065 | November 12, 2027 | — | — | — | — |

  37. Outstanding Equity Awards at Fiscal Year-End Table

    (1)All of the outstanding option awards were granted under our 2015 Plan 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. (4)The market values of unvested RSUs and 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, 2023, which was $49.41 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 Performance Equity Award” below. (7)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 in the event that Mr. McBride’s service with us terminates. (8)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 in the event that Mr.McBride’s service with us terminates. (9)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 in the event that Mr. McBride’s service with us terminates. (10)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 in the event that Mr. Robins’ service with us terminates. (11)These stock options vest as to 25% of the total shares on September 9, 2021, 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 Mr. Robins’ service with us terminates. (12)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 in the event that Ms. Schulman’s service with us terminates. (13)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 in the event that Ms. Schulman’s service with us terminates. (14)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. (15)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. (16)Mr. Johnson resigned effective October 1, 2022. Pursuant to his Service Continuation Agreement, 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, as described in the section “Offer Letters and Employment Arrangements". (17)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 were immediately exercisable upon the granting of such options, subject to certain repurchase rights of GitLab. Mr. Johnson’s right to early exercise these options was terminated in connection with his resignation from GitLab in October 2022. Mr. Johnson had not exercised any of the outstanding options as of the date of his termination of service. (18)These stock options vest as to 25% of the total shares on September 1, 2021, and 1/48th of the total shares will vest monthly thereafter,subject to continued service through the applicable vesting date. These options contain an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (19)These stock options are fully vested.

  38. 2023 Stock Option Exercises and Stock Vested Table

    2023 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 2023 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

  39. 2023 Stock Option Exercises and Stock Vested Table

    | 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 | — | — | — | — | | Michael McBride | — | — | 7,429 | $405,035 | | Brian Robins | — | — | 6,510 | $354,925 | | Robin Schulman | — | — | 3,089 | $168,417 | | Eric Johnson | 267,506 | $12,300,232 | 1,959 | $117,951 |

  40. 2023 Stock Option Exercises and Stock Vested Table

    (1)The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price on Nasdaq of our common stock of the vesting date. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred in fiscal year 2023. CEO Performance Equity Award In May 2021, our board of directors, with participation by every independent member of the board of directors, granted the CEO Option Award and CEO 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 GitLab’s long-term performance. Mr. Sijbrandij’s 2021 equity awards consist of the (i) CEO Option Award and (ii) CEO 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 expires ten years after the date of grant. The CEO PSU Award, which has eight tranches, vests only to the extent that certain performance metrics have been achieved and certain service conditions have been satisfied. The performance metric as to any single tranche of the CEO PSU Award will be satisfied on the earliest date that the 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 certain price hurdles, but only if such achievement occurs during certain performance periods (as set forth in the table below, and upon certification by the CDLC 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 the 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 CEO 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 CEO PSU Award will be immediately forfeited. Any portion of the CEO PSU Award may only be earned to the extent Mr. Sijbrandij continues to lead GitLab as our CEO on the later of the date the CLDC 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 CEO 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 Date upon which the corresponding vesting is contingent:

  41. 2023 Stock Option Exercises and Stock Vested Table

    | 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 |

  42. 2023 Stock Option Exercises and Stock Vested Table

    (1)As of April 2023, 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 CEO PSU Award is vested, the shares under the PSU will be settled in the calendar year that includes the 24 month anniversary of the date in which the PSU tranche vested (i.e., the date that is 24 months following the later of the Service 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 GitLab, (w) Mr. Sijbrandij’s disability, (x) an unforeseeable emergency experienced by Mr. Sijbrandij, (y) Mr. Sijbrandij’s separation from service with 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-year period of a transfer restriction and during any period while Mr. Sijbrandij’s shares have not yet settled, the shares subject to the CEO 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 CEO 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 (the “Closing Price”). A CEO PSU Award may only be deemed earned as to unvested PSU tranches subject to ongoing or upcoming performance periods and will not cause acceleration as to previously forfeited PSU tranches corresponding with expired performance periods. Any portion of the CEO PSU Award that is not earned as of the change in control event shall be forfeited. In the event the Closing Price is between price hurdles, and solely with respect to ongoing or upcoming performance periods, the CEO PSU Award will be deemed proportionately vested as to a PSU 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 CEO PSU Awards will accelerate in full and any unearned CEO PSU Awards will expire. This acceleration will only be effective if Mr. Sijbrandij returns an effective release of general claims against GitLab 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 CEO 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 CEO PSU Award, Mr. Sijbrandij may sell to cover shares under the CEO PSU Award to cover applicable taxes, assuming the maximum marginal tax rates. The CLDC believes the time and performance-based conditions (as applicable) associated with the CEO Option Award and CEO PSU Award are rigorous and appropriately align Mr. Sijbrandij’s incentives with the interests of our stockholders.

  43. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control In September 2021, we adopted arrangements for our executive officers, including our 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 NEOs 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 12 months following a “corporate transaction” (as defined in their respective confirmatory offer letter), they will be entitled to: (i) base salary for a period of 12 months (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 12 months following the termination date (18 months for Mr. Sijbrandij). In addition, each of our NEO’s outstanding option 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 NEO’s execution of a general release of claims against GitLab. Additionally, in the event that our NEOs are terminated without “cause” or resign for “good reason” outside of the period of three months before or 12 months after a “corporate transaction,” they will be entitled to: (i) base salary 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 (12 months for Mr. Sijbrandij). All such severance payments and benefits will be subject to each NEO’s execution of a general release of claims against GitLab. The following 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, 2023, and the price per share of our common stock was the closing price on Nasdaq as of January 30, 2023 (the last day of business of fiscal year 2023), which was $48.63. 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.

  44. Potential Payments upon Termination or Change of Control

    | Name | Qualifying Termination - No Change in Control | | | | | Qualifying Termination - Change in Control | | | | | | | Cash Severance ($) | Cash Bonus ($) | 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 | — | —(1) | — | $0.25 | $0.375 | — | — | — | $0.375 | | Michael McBride | $202,500 | $202,500 | $15,173 | — | $420,173 | $405,000 | $405,000 | $30,346 | $2,528,955 | $3,369,301 | | Brian Robins | $215,000 | $150,500 | $10,973 | — | $376,473 | $430,000 | $301,000 | $21,945 | $2,216,069 | $2,969,014 | | Robin Schulman | $197,500 | $98,750 | $14,857 | — | $311,107 | $395,000 | $197,500 | $29,714 | $1,051,526 | $1,673,740 | | Eric Johnson | — | — | — | — | — | — | — | — | —(2) | — |

  45. Potential Payments upon Termination or Change of Control

    (1)Benefit continuation does not apply to Mr. Sijbrandij at this time because he is not currently enrolled in GitLab benefits. (2)Mr. Johnson resigned effective October 1, 2022.

  46. 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) | | 2023 | $0.25 | -$57,381,522 | $5,150,754 | -$3,740,632 | $48 | $88 | -$172,311,000 | $424,336,000 | | 2022 | $18,497,700 | $146,863,881 | $3,988,452 | $26,994,647 | $62 | $105 | -$155,138,000 | $252,653,000 |