Matthew Jacobson
About Matthew Jacobson
Matthew Jacobson (age 41) is an independent director of GitLab, serving since August 2018. He is a Partner at ICONIQ Capital and General Partner at ICONIQ Growth, with prior operating and investing roles at Groupon, Battery Ventures, Technology Crossover Ventures, and Lehman Brothers. He holds a B.S. in Finance and Management from The Wharton School, University of Pennsylvania. Current GitLab board roles: Chair, Nominating & Corporate Governance Committee; Member, Compensation & Leadership Development Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICONIQ Capital / ICONIQ Growth | Partner; General Partner | Since Sep 2013 | Leads growth investing; extensive VC/technology experience |
| Groupon | Operating role | Not disclosed | Operating experience in tech-enabled commerce |
| Battery Ventures | Investing role | Not disclosed | Growth/venture investing background |
| Technology Crossover Ventures | Investing role | Not disclosed | Late-stage technology investing |
| Lehman Brothers | Investment banker (career start) | Not disclosed | Capital markets foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Datadog, Inc. (public) | Director | Since Jul 2019 | Public company board experience |
| Collibra NV (private) | Chairman of the Board | Not disclosed | Board leadership role |
| Braze, Inc. (public) | Former Director | Jul 2017 – Apr 2023 | Customer engagement SaaS oversight |
| Sprinklr, Inc. (public) | Former Director | Dec 2014 – Dec 2022 | Enterprise software governance |
| BambooHR LLC (private) | Director | Not disclosed | Private company board |
| Orca Security Ltd. (private) | Director | Not disclosed | Private company board |
| RealtimeBoard Inc. dba Miro (private) | Director | Not disclosed | Private company board |
| Relativity ODA LLC (private) | Director | Not disclosed | Private company board |
| Twistlock Inc. (private) | Former Director | Jul 2018 – Jul 2019 | Security startup oversight |
| Adyen NV (public) | Shareholder representative | Sep 2015 – Jun 2018 | Investor representative role |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation & Leadership Development Committee. All committees are comprised solely of independent directors.
- Independence: The Board determined all directors other than the Executive Chair (S. Sijbrandij) and CEO (W. Staples) are independent under Nasdaq/SEC rules; Jacobson qualifies as independent.
- Attendance: In FY2025, the Board met 4x; Audit 9x; Compensation & Leadership Development 6x; Nominating & Corporate Governance 2x. Each director attended at least 75% of Board and committee meetings during periods of service.
- Annual meeting attendance: All board members except one attended the 2024 Annual Meeting; policy encourages director attendance.
- Lead independent director: Godfrey Sullivan serves as Lead Independent Director (since March 2021); independent directors hold regular executive sessions.
Fixed Compensation
| Item | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $35,000 | Paid quarterly, prorated for partial quarters |
| Audit Committee Chair / Member | $20,000 / $10,000 | Annual cash retainers |
| Compensation & Leadership Development Chair / Member | $20,000 / $7,500 | Annual cash retainers |
| Nominating & Corporate Governance Chair / Member | $8,000 / $4,000 | Annual cash retainers |
| Lead Independent Director retainer | $20,000 | Additional annual retainer |
| Director | FY2025 Cash Fees | FY2025 Equity (Grant Date Fair Value) | Comment |
|---|---|---|---|
| Matthew Jacobson | $0 | $0 | Waived all compensation under non-employee director policy |
Performance Compensation
| Equity Program (Directors) | Policy Design | Jacobson FY2025 Outcome |
|---|---|---|
| Initial Appointment RSU | $250,000 value; vests 1/3 annually over 3 years; accelerates on corporate transaction | Waived |
| Annual RSU | $200,000 value; vests fully by next annual meeting or 1 year; accelerates on corporate transaction | Waived |
No performance metrics (e.g., revenue/TSR) apply to non-employee director equity; plan is time-based. Jacobson waived equity; no director options outstanding for him.
Other Directorships & Interlocks
- Current public company: Datadog, Inc. (since July 2019). Prior public roles: Braze, Inc. (to April 2023) and Sprinklr, Inc. (to December 2022).
- Compensation Committee interlocks: None—CLDC members (including Jacobson) were not officers/employees; no relationships requiring Item 404 disclosure; no reciprocal executive/comp committee overlaps disclosed.
- Related party transactions: None (>$120,000) involving directors/officers/5% holders since Feb 1, 2024, aside from compensation arrangements. Audit Committee reviews/approves any such transactions under policy.
Expertise & Qualifications
- Venture and growth equity leadership (ICONIQ Capital/ICONIQ Growth); extensive network across enterprise software and infrastructure.
- Public board governance experience at high-growth SaaS companies (Datadog; prior Braze, Sprinklr).
- Committee leadership as Chair of Nominating & Corporate Governance; member of Compensation & Leadership Development (designs exec and director comp programs; uses independent consultant).
- Education: B.S. in Finance and Management, The Wharton School, University of Pennsylvania.
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Total Voting Power | Notes |
|---|---|---|---|---|---|
| Matthew Jacobson (incl. ICONIQ Affiliates) | 6,866,626 | 4.71% | — | 2.03% | Footnotes detail breakdown across ICONIQ funds and 551,618 shares via Jacobson trust; shared voting/dispositive power through GP entities |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of GitLab securities (pledging only with CLO approval). No pledging disclosed for Jacobson.
- Section 16 compliance: Only one late Form 4 reported in FY2025 was for another director (Sullivan); no delinquent filing disclosure for Jacobson.
Insider Trades
| Date (Transaction) | Filing | Summary |
|---|---|---|
| March 24, 2025 (transaction date) | Form 4 referenced | Beneficial ownership footnote references a Form 4 for 3/24/2025 related to ICONIQ affiliates’ holdings; no related-party transaction flagged. |
Governance Assessment
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Signals supporting investor confidence:
- Independent director; chairs Nominating & Corporate Governance and serves on Compensation & Leadership Development; all committees are fully independent. Attendance ≥75% in FY2025 across Board/committees.
- Waived all director compensation (cash and equity), reducing potential misalignment and optics risk around director pay.
- Strong related-party posture: no related-party transactions disclosed (> $120k); audit committee reviews RPTs; CLDC interlocks explicitly absent.
- Shareholder-friendly policies: anti-hedging/anti-pledging; compensation clawback (for executive officers); Say-on-Pay support ~95.1% in 2024.
-
Potential risk factors / RED FLAGS to monitor:
- Significant beneficial ownership tied to ICONIQ Affiliates where Jacobson holds GP equity interests and shared voting/dispositive power—creates potential perception of influence; however, no related-party dealings disclosed in FY2025.
- Multiple external board roles (e.g., Datadog) raise typical overboarding/attention allocation questions; attendance standards met in FY2025.
-
Overall: Governance profile is strengthened by independence, committee leadership, compensation waiver, and absence of related-party transactions. Concentrated ownership via ICONIQ should be watched for any future conflicts, but current disclosures and policies mitigate risk.
Appendix: Committee and Meeting Reference
- Board meetings in FY2025: Board (4), Audit (9), Compensation & Leadership Development (6), Nominating & Corporate Governance (2); ≥75% attendance by each director.
- Committee responsibilities: Nominating & Corporate Governance (board composition, governance, evaluations); Compensation & Leadership Development (exec and director pay, equity plans).