Sector: Information Technology
GITLAB INC CLASS A · Meeting: June 17, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Blasing has served since August 2019 and GitLab's 3-year stock return (-23.1%) versus the company-disclosed peer group median (-22.7%) shows a gap of only -0.4 percentage points, well below the 20-point threshold needed to trigger a concern; she has relevant financial expertise as a former CFO, serves on the audit committee appropriately, holds two other public board seats (Autodesk and Zscaler) which is within the four-seat limit, and the proxy confirms she attended at least 75% of meetings.
Sullivan has served since January 2020 and the same peer-group TSR comparison (-0.4pp gap versus the 20pp trigger threshold) does not fire; he holds one other active public board seat (CrowdStrike), is within the overboarding limit, attended at least 75% of meetings, and brings extensive CEO and software-industry experience relevant to GitLab's business.
Both Class II nominees pass all policy screens: the peer-group TSR trigger does not fire (GTLB's 3-year return of -23.1% vs. peer median of -22.7% is a gap of only -0.4pp, far below the 20pp threshold for negative absolute TSR), neither director is overboarded, both attended the required minimum of 75% of meetings, and each has clear relevant qualifications for the board.
CEO
William Staples
Total Comp
$39,082,244
Prior Support
83.7%%
The prior Say on Pay vote received 83.7% support, well above the 70% threshold that would require demonstrated changes. The CEO's reported total compensation of $39.1 million is dominated by a large new-hire equity award granted at his December 2024 appointment — a single large award intended to cover multiple future years reported all at once — and the proxy discloses that his actual realized pay was approximately $5.1 million in fiscal year 2026 after performance stock awards tied to the fiscal year 2026 performance period were forfeited due to missed targets, demonstrating meaningful pay-for-performance alignment. The overall compensation program structure is sound: a majority of NEO pay is variable and at-risk, performance stock awards that missed threshold were forfeited (not paid out), annual cash incentives paid out at approximately 75% of target reflecting partial goal achievement, and the company maintains a clawback policy compliant with Dodd-Frank requirements.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,796,500
Non-Audit Fees
$1,230,948
The non-audit fees (tax services of $1,230,948) represent approximately 44% of audit fees ($2,796,500), which is below the 50% threshold that would raise independence concerns; KPMG's tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy; KPMG is a Big 4 firm appropriate for a $4.1 billion market-cap company; and no material financial restatements attributable to audit failure were identified.
GitLab's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and Say on Pay — all of which pass policy screens and warrant a FOR vote. The key analytical finding is that while GitLab's stock has declined sharply versus the broad technology sector ETF (XLK), its 3-year return closely tracks its company-disclosed compensation peer group median, so the director TSR trigger does not fire; and the CEO's large reported compensation figure is substantially a new-hire multi-year equity award, with actual fiscal year 2026 realized pay well below the peer range after performance awards were forfeited for missing targets.
19 companies disclosed in 2026 proxy filing
