David Henshall
About David Henshall
David Henshall (age 56) joined GitLab’s Board in March 2025 as an independent director and serves on the Audit Committee . He is the former President & CEO of Citrix Systems (2017–2021), after prior roles including CFO and COO since 2003, and holds a B.S. in Business Administration (University of Arizona) and an M.B.A. (Santa Clara University) . GitLab’s Board has determined all directors other than the Executive Chair (Sytse Sijbrandij) and CEO (William Staples) are independent, which includes Henshall .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citrix Systems, Inc. | President & CEO; Director | Jul 2017 – Oct 2021 | Previously CFO and COO; extensive finance and operating leadership |
| Citrix Systems, Inc. | CFO; COO; other roles | Apr 2003 – Jul 2017 | Scaled operations and finance over multi-year period |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackLine, Inc. | Director | Since Sep 2024 | Public company board service (financial close software) |
| Feedzai | Director | Since Sep 2022 | Private AI-native fraud prevention |
| Aspen Technology | Director | Apr 2024 – Mar 2025 | Industrial software; former director |
| HashiCorp | Director | Sep 2022 – Feb 2025 | Infra/security management; former director |
| Everbridge, Inc. | Director | Jan 2022 – Jul 2024 | Enterprise software; former director |
| New Relic, Inc. | Director | Aug 2020 – Nov 2023 | Observed overlap with current GitLab CEO’s NR tenure (2021–2023) |
Board Governance
- Committee assignment: Audit Committee member; replaced Godfrey Sullivan effective March 3, 2025 .
- Independence: Board determined all directors other than Executive Chair and CEO are independent (includes Henshall) .
- Financial literacy: All Audit Committee members are financially literate .
- Attendance context: FY2025 Board met 4x; Audit 9x; Compensation 6x; Nominating 2x. Each member serving during FY2025 attended ≥75% of applicable meetings; Henshall joined post-fiscal-year end (March 2025) .
- Lead Independent Director: Godfrey Sullivan . Independent directors conduct regular executive sessions .
Fixed Compensation
| Element | Policy Amount | Applicability to Henshall | Notes |
|---|---|---|---|
| Annual cash retainer (Board) | $35,000 | Yes | Paid quarterly, prorated for partial quarters |
| Audit Committee member fee | $10,000 | Yes | Member fee (chair fee is $20,000; he is a member) |
| Annual RSU grant (each Annual Meeting) | $200,000 grant-date value | Yes | Vests in full by next annual meeting or 1 year post-grant; accelerates on corporate transaction |
| Initial appointment RSU grant | $250,000 grant-date value + pro-rata annual | Yes | Vests one-third annually over 3 years; accelerates on corporate transaction |
- FY2025 actuals: No director cash or equity was reported for Henshall for fiscal year ended Jan 31, 2025 (reflecting appointment timing in March 2025) .
Performance Compensation
- GitLab does not use performance-based pay for non-employee directors; equity is time-based RSUs with stated vesting and corporate transaction acceleration . | Metric | Applies to Directors? | Details | |---|---|---| | Cash bonus tied to Net ARR / NGOI | No | Annual cash incentives and operating metrics apply to executives, not directors | | PSUs with revenue/TSR metrics | No (for directors) | Directors receive RSUs; PSU programs cited in proxy are for executives |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock |
|---|---|---|
| New Relic, Inc. | Public | Henshall (NR Director Aug 2020–Nov 2023) overlapped with GitLab CEO William Staples’ NR leadership (CEO Jul 2021–Dec 2023) — potential information flow familiarity, not a related-party transaction |
- Related-party transactions: Company disclosed no related-party transactions >$120,000 for FY2025 outside of standard executive/director compensation .
Expertise & Qualifications
- Core skills: CEO experience (Citrix), extensive finance and operating expertise; public company board experience across software segments .
- Audit oversight: Financial literacy, Audit Committee membership supports financial reporting, controls, cybersecurity, and related-party review .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Voting Power |
|---|---|---|---|
| David Henshall | — (0) [“*” <1%] | — (0) [“*” <1%] | “*” (<1%) |
- As of April 1, 2025, Henshall reported no beneficial ownership; “*” denotes less than 1% .
- As of Jan 31, 2025, Henshall had no RSUs or options outstanding reported (appointment in March 2025) .
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging by insiders unless approved; mitigates alignment risks from derivatives or collateralization .
Governance Assessment
- Board effectiveness: Appointment to Audit Committee adds seasoned operator with finance depth; committee charter covers auditor oversight, internal controls, cybersecurity, and related-party review — positive for investor confidence .
- Independence and engagement: Independent status with Audit Committee role; Board maintains lead independent director and regular executive sessions — strong governance structures .
- Compensation alignment: Director pay mix is modest cash plus time-based RSUs; no performance-based director pay, consistent with market norms; initial and annual RSU sizing disclosed — transparent and stock-aligned .
- Ownership alignment: No shares reported at appointment; expected RSU grants create alignment over time; anti-hedging/pledging policies strengthen alignment .
- Conflicts/related parties: Proxy reports no related-party transactions; note shared New Relic affiliation with current GitLab CEO historically, but no transaction linkage — low conflict risk as disclosed .
- Attendance signal: FY2025 attendance disclosures are strong overall; Henshall joined post-FY2025 — monitor future proxy for his attendance statistics .
RED FLAGS: None disclosed specific to Henshall. No related-party transactions, no pledging, and independent Audit Committee composition; continue monitoring for any cross-company relationships generating transactions or compensation changes outside policy .