James Shen
About James Shen
James Shen, age 35, was appointed Interim Chief Financial Officer and interim principal financial officer of GitLab effective September 20, 2025, after serving as Vice President of Finance since January 2021; he previously held finance roles at Meta (Corporate Finance Lead), Rainforest QA (SVP Finance), GI Partners, and Morgan Stanley, and holds a B.S. from UC Berkeley’s Haas School of Business . Company performance trends underpinning executive pay-for-performance include FY2025 revenue of $759.2 million (+31% YoY) and non-GAAP operating margin of 10% (vs. -0.2% prior year), with customer and retention metrics also strengthening; FY2025 annual bonus payouts for eligible executives were 98.61% of target, tied to Net ARR (70% weight) and NGOI (30% weight) . Shen has been credited as part of the finance organization’s execution improvements—compressing the close from 20 days to 4 and improving forecast accuracy from ~78% to <1%—highlighting operational rigor during leadership transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Meta | Corporate Finance Lead | Aug 2019–Jan 2021 | Corporate finance leadership supporting large-scale technology operations |
| Rainforest QA | SVP Finance (and prior roles) | Apr 2016–Aug 2019 | Growth-stage finance leadership in QA software |
| GI Partners | Finance/Investment roles | Prior to 2016 | Private equity and investment analysis experience |
| Morgan Stanley | Finance/Investment roles | Prior to 2016 | Investment banking/finance training and execution |
Fixed Compensation
| Component | Terms | Amount | Effective Date | Notes |
|---|---|---|---|---|
| Base salary (interim role) | Additional cash retainer of $10,000/month | Annualized ~$472,154 | Sep 20, 2025 | Continuation of Company benefits eligibility |
| Target bonus | Eligible under Company Bonus Plan | 30% of base salary | Sep 20, 2025 | Same plan as executive officers |
Performance Compensation
Annual Cash Incentive Plan Design (Company-wide framework)
| Metric | Weight | Threshold | Target | Max | FY2025 Payout Outcome |
|---|---|---|---|---|---|
| Net ARR | 70% | Threshold payout ≥50% if threshold met | 100% payout | 200% payout | Company achieved 90.5% of Net ARR target; contributes to 98.61% blended payout |
| NGOI (non-GAAP operating income) | 30% | 2% NGOI → 50% payout | 7% NGOI → 100% payout | >15% NGOI → 200% payout | Company achieved +4.1pt vs NGOI target; contributes to 98.61% blended payout |
Equity Awards (Interim CFO appointment)
| Award Type | Grant Value | Vesting | Grant/Start | Conditions |
|---|---|---|---|---|
| RSUs (Shen RSUs) | $500,000 of Class A common | Quarterly over 2 years | Sep 2025 | Subject to continuous employment; granted under 2021 Equity Incentive Plan |
Equity Ownership & Alignment
| Security | Amount | Ownership Form | Vesting/Status | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|---|
| Class A Common Stock (via RSUs) | 46,663 | Direct (D) | Includes vested and unvested RSUs; will continue to vest up to 4 years | N/A | N/A | Each RSU settles into one share upon vesting |
| Stock Option (Right to buy Class B) | 4,167 | Direct (D) | Fully vested; 15,833 options previously exercised (original 20,000) | $17.82 | 03/18/2031 | Indicates seasoned equity participation |
- Company-wide anti-hedging and anti-pledging policy: Insiders (including officers) are prohibited from hedging and generally from pledging GitLab securities unless approved by the Chief Legal Officer .
- Compensation recovery (clawback) policy adopted Nov 2023 per Dodd-Frank/Nasdaq; recoupment required upon restatements regardless of fault; recent analysis found no recovery required for the period assessed .
Employment Terms
| Provision | Type | Terms | Trigger | Notes |
|---|---|---|---|---|
| Severance (executive officers) | Cash & benefits | If terminated without cause or resign for good reason outside CoC: 6 months base salary (12 months for CEO/Executive Chair) + pro-rata bonus + 6 months benefits (12 months for CEO/Executive Chair) | Qualifying termination | Applies to executive officers under company arrangements; subject to general release |
| Change-of-Control (executive officers) | Cash, benefits, equity | If within 3 months before or 12 months after CoC and terminated without cause or resign for good reason: 12 months base salary (18 months for CEO/Executive Chair) + pro-rata and severance-period bonus + 12 months benefits (18 months for CEO/Executive Chair) + 100% equity acceleration | CoC + qualifying termination | Company-wide executive arrangement; equity acceleration aligns retention through transactions |
| Equity plan | RSUs | Granted under 2021 Equity Incentive Plan | Grant documentation | Standard plan terms and award agreement govern |
No related party transactions or arrangements were disclosed in connection with Shen’s appointment; no family relationships; no material interests in transactions requiring Item 404(a) disclosure .
Performance & Track Record
- Finance operations execution: Close cycle reduced from 20 days to 4; forecast accuracy improved from ~78% to <1% (as cited during leadership remarks), reinforcing Shen’s operational credibility as he transitions to Interim CFO .
- Company performance context for pay: FY2025 revenue $759.2m (+31% YoY) with non-GAAP operating margin 10%; annual bonus framework yielded 98.61% of target for eligible executives, indicating strong alignment of incentives to growth and margin improvement .
Investment Implications
- Alignment and retention: Quarterly vesting over two years for $500k RSUs directly ties Shen’s compensation to sustained service; combined with company-wide clawback and anti-hedging/anti-pledging policies, governance controls support alignment with long-term shareholder value .
- Insider selling pressure: Quarterly RSU vesting schedules can create regular settlement events; lack of disclosed 10b5-1 plan or Form 4 trades to date in the reviewed window limits visibility on selling cadence, but Form 3 shows a meaningful RSU balance and fully vested option status with prior exercises .
- Execution confidence: Documented improvements in close timing and forecast accuracy, alongside management endorsements during transition, indicate low near-term execution risk within finance functions despite CFO turnover .
- Change-of-control economics: Company-wide executive severance and acceleration provisions are robust (including 100% equity acceleration upon CoC-related terminations), which can mitigate retention risk through strategic transactions but may introduce pay-to-stay costs in M&A scenarios .