Karen Blasing
About Karen Blasing
Karen Blasing, 68, is an independent director of GitLab Inc. and has served on the board since August 2019. She chairs the Audit Committee and is designated an “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S‑K. Previously, she was CFO of Guidewire Software (July 2009–March 2015) and she holds a B.A. in Economics & Business Administration (University of Montana) and an M.B.A. (University of Washington). She also serves on the boards of Autodesk, Inc. (since March 2018) and Zscaler, Inc. (since January 2017).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidewire Software, Inc. | Chief Financial Officer | Jul 2009 – Mar 2015 | Senior finance leadership; public-company CFO experience |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| Autodesk, Inc. | Director | Mar 2018 – Present | Public company directorship |
| Zscaler, Inc. | Director | Jan 2017 – Present | Public company directorship |
| Ellie Mae, Inc. | Director | Jun 2015 – Apr 2019 | Prior public company directorship |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Audit Committee (Chair); committee fully independent; all members financially literate; Blasing designated audit committee financial expert |
| Independence | Board determined all directors other than the Executive Chair (Sytse Sijbrandij) and CEO (William Staples) are independent; Blasing is independent |
| Attendance | FY2025: Board met 4x; Audit 9x; each director attended ≥75% of applicable meetings |
| Years of service on GTLB board | Director since Aug 2019 |
| Lead Independent Director | Godfrey Sullivan; independent directors hold regular executive sessions |
| Risk oversight focus | Audit Committee oversees financial reporting, internal controls, legal/regulatory compliance, and cybersecurity/data privacy/security risks |
| Audit Committee report | Signed by Karen Blasing (Chair) in FY2025 proxy |
Fixed Compensation
| Metric (Non-Employee Director) | FY2024 | FY2025 |
|---|---|---|
| Annual cash fees (paid) | $50,000 | $55,000 |
| Equity awards (grant date fair value) | $194,981 | $199,976 |
| Total director compensation | $244,981 | $254,976 |
| Policy – Board retainer | $35,000 per year (cash) | |
| Policy – Audit Chair fee | Additional $20,000 per year (cash) |
Performance Compensation
| Program Element | Terms | Vesting/Performance |
|---|---|---|
| Annual RSU grant (directors) | $200,000 grant value on each annual meeting date | 100% vests by next annual meeting or 1 year; full vest on corporate transaction |
| Initial RSU grant (new directors) | $250,000 value at appointment (+ prorated annual grant) | Vests 1/3 annually over 3 years; full vest on corporate transaction |
| Performance metrics | Not applicable for director equity (time-based RSUs, no disclosed performance metrics) |
Outstanding GTLB director equity at fiscal year-end (Blasing):
| Metric | Jan 31, 2024 | Jan 31, 2025 |
|---|---|---|
| Unvested RSUs (count) | 3,939 | 4,044 |
| Options outstanding | — | — |
Other Directorships & Interlocks
- Current public boards: Autodesk, Zscaler (see External Roles)
- Compensation committee interlocks (GTLB): Company discloses none for its CLDC; Blasing is not on CLDC
- Related-party transactions: Company reports none >$120,000 involving directors/executives in FY2025 period
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; designated audit committee financial expert
- Executive experience: Former public-company CFO (Guidewire)
- Technology industry depth: Service on boards of Autodesk, Zscaler; prior Ellie Mae
- Cybersecurity oversight: Audit Committee charter responsibilities include cybersecurity/data privacy risk oversight
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A shares) | 111,189 (as of Apr 1, 2025) |
| Ownership % of outstanding | <1% (per beneficial ownership table) |
| Unvested RSUs at FY-end | 4,044 (Jan 31, 2025) |
| Stock options | None reported (director) |
| Hedging/pledging | Insider Trading Policy prohibits hedging; pledging generally prohibited unless approved by CLO |
| Ownership guidelines (directors) | Not disclosed in proxy (no director ownership guideline noted) |
Governance Assessment
-
Strengths
- Independent, long-tenured audit chair with CFO pedigree; formally recognized as audit committee financial expert—positive for audit quality, financial controls, and cybersecurity oversight .
- Strong engagement indicators: board and audit committee met 4x and 9x respectively in FY2025; all directors ≥75% attendance, supporting board effectiveness .
- Pay structure emphasizes equity via time-based RSUs (annual $200k), aligning director incentives with long-term shareholder value; cash fees align with policy (base plus audit chair premium) .
- No related-party transactions or CLDC interlocks disclosed—reduces conflict risk .
-
Watch items
- Multiple public-board commitments (Autodesk, Zscaler) can increase time demands; however, attendance thresholds were met and no overboarding policy breach disclosed .
- Dual‑class structure centralizes voting power with Executive Chair; while not specific to Blasing, it elevates the importance of robust independent oversight by the audit chair .
-
Signals for investors
- Stable director pay YoY (cash +10%; equity flat at ~$200k) suggests continuity, not entrenchment; equity remains principal at‑risk element for directors .
- Beneficial ownership of 111,189 Class A shares underscores alignment, though <1% by SEC definition (appropriate for non-employee directors) .
No red flags identified related to attendance shortfalls, related-party transactions, option repricings, or tax gross-ups for directors based on the latest proxy disclosures .