Godfrey Sullivan
About Godfrey Sullivan
Godfrey W. Sullivan (age 71) is GitLab’s Lead Independent Director, serving on the board since January 2020 and as Lead Independent Director since March 2021. He is a former President & CEO of Splunk and Hyperion, with prior senior roles at Autodesk and Apple, and holds a B.B.A. in Real Estate and Economics from Baylor University. At GitLab, he is currently a member of the Nominating & Corporate Governance Committee; he also served on the Audit Committee during fiscal 2025 until March 3, 2025. The board determined he is independent under Nasdaq and SEC rules, and he presides over executive sessions of non-employee directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splunk Inc. | President & CEO | 2008–Nov 2015 | Led growth of operational intelligence platform |
| Hyperion Solutions, LLC | President & CEO | Oct 2001–Jun 2007 | Business performance mgmt leadership |
| Autodesk, Inc. | Roles of increasing responsibility | Aug 1992–Jun 2000 | Enterprise software leadership |
| Apple, Inc. | Roles of increasing responsibility | 1985–1992 | Product/operations experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| CrowdStrike, Inc. | Director | Since Nov 2017 | Cybersecurity; current public board |
| Marqeta, Inc. | Director | Since May 2021 | Card issuing; current public board |
| Splunk Inc. | Director | 2008–Mar 2019 | Former public board |
| RingCentral, Inc. | Director | Apr 2019–Mar 2021 | Former public board |
| Informatica Corporation | Director | 2008–2013 | Former public board |
| Citrix Systems Inc. | Director | Feb 2005–Jun 2018 | Former public board |
Interlocks/conflicts: No related-party transactions involving Sullivan were disclosed for FY2024–FY2025. GitLab states there were no transactions >$120,000 with directors or related persons, aside from standard compensation arrangements .
Board Governance
- Independence: Board determined Sullivan is independent (Nasdaq/SEC) .
- Lead Independent Director: Responsibilities include presiding over executive sessions, liaising with Executive Chair/CEO, calling meetings of independent directors, and direct shareholder engagement when appropriate .
- Committees:
- Nominating & Corporate Governance Committee member (FY2024, FY2025) .
- Audit Committee member during FY2024 and part of FY2025 (appointed Apr 12, 2024; replaced Mar 3, 2025) .
- Attendance/Engagement:
- FY2025: Board met 4x; Audit 9x; CLDC 6x; Nominating 2x; all directors met at least 75% attendance on boards/committees served .
- FY2024: Board met 4x; Audit 9x; CLDC 5x; Nominating 2x; all directors met at least 75% attendance .
- Executive Sessions: Sullivan presides over non-employee director sessions .
| Governance Item | FY2024 | FY2025 |
|---|---|---|
| Lead Independent Director | Yes | Yes |
| Audit Committee | Member | Member until Mar 3, 2025 |
| Nominating & Corporate Governance | Member | Member |
| Independence status | Independent | Independent |
| Attendance ≥75% | Yes (board/committees) | Yes (board/committees) |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $49,000 | $67,000 |
| Stock Awards ($) | $194,981 | $199,976 |
| Total ($) | $243,981 | $266,976 |
Director compensation policy (structure):
- Annual cash retainer: $35,000; Lead Independent Director additional retainer: $20,000 .
- Committee fees: Audit Chair $20,000; Audit Member $10,000; Compensation Chair $20,000; Compensation Member $7,500; Nominating Chair $8,000; Nominating Member $4,000 .
- Annual RSU grant: $200,000, vests fully by next annual meeting or one year; Initial appointment RSUs: $250,000, vest 1/3 annually over 3 years; RSUs accelerate on corporate transaction .
Performance Compensation
- Non-employee directors receive time-based RSUs; no disclosed performance metrics (TSR/financial) tied to director equity. Annual RSUs vest based on tenure, not performance .
| Equity Terms | Detail |
|---|---|
| Annual RSU Value | $200,000; time-based vesting to next annual meeting/one year |
| Initial Appointment RSUs | $250,000; vests 1/3 per year over 3 years |
| Change-in-control | Full vesting upon consummation of a corporate transaction (as defined) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Overlap |
|---|---|---|
| CrowdStrike, Inc. | Director | Adjacent cybersecurity market to GitLab DevSecOps; no transactions disclosed |
| Marqeta, Inc. | Director | Fintech infrastructure; no transactions disclosed |
| Splunk, RingCentral, Informatica, Citrix | Former Director | No current overlap/transactions disclosed |
Expertise & Qualifications
- Former CEO at Splunk and Hyperion; deep enterprise software and go-to-market leadership .
- Extensive public board experience across cybersecurity, SaaS, and infrastructure software .
- Governance capability evidenced by Lead Independent Director role and committee service .
- Education: B.B.A. in Real Estate and Economics, Baylor University .
Equity Ownership
| Metric | As of Mar 31, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Class A shares beneficially owned | 141,930 | 125,869 |
| Class B shares beneficially owned | 12,500 | 12,500 |
| Unvested RSUs (director) | 3,939 | 4,044 |
| Stock options outstanding | None | None |
Hedging/pledging: GitLab prohibits hedging and pledging of company stock by insiders, including directors, unless an exceptional pledge is pre-approved by the Chief Legal Officer; no pledges by Sullivan are disclosed .
Insider Trades
| Item | Detail |
|---|---|
| Delinquent Section 16(a) report | One late Form 4 filing for Sullivan reporting a gift of 20,000 Class A shares in FY2025 |
| Rule 10b5-1 plans | Company discloses executives use Rule 10b5-1 plans; directors may as well under policy |
Governance Assessment
- Board effectiveness: Sullivan’s Lead Independent Director role strengthens oversight, independent executive sessions, and shareholder access; consistent committee service across Audit (part of FY2025) and Nominating supports risk and governance coverage .
- Independence and attendance: Affirmed independent; met ≥75% attendance thresholds; presides over executive sessions—positive signal for governance practices .
- Ownership alignment: Holds both Class A and Class B shares and receives annual RSUs; alignment via equity, with no hedging/pledging disclosed—positive for investor confidence .
- Compensation mix: Cash fees plus time-based RSUs in line with policy; YOY increase in cash fees (likely role/committee mix) with consistent equity value—no anomalies detected .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Sullivan; committee oversight of related-party standards in place .
- Risk indicators:
- Minor RED FLAG: one late Form 4 gift filing; monitor future reporting timeliness .
- Anti-hedging/anti-pledging, clawback policy, and robust committee structure reduce governance risk .
Overall: Sullivan brings seasoned operator and public board experience with strong independent leadership. The combination of LID responsibilities, steady attendance, equity ownership, and absence of related-party transactions supports board effectiveness and investor confidence; the late Form 4 is a small compliance blemish to watch .