Merline Saintil
About Merline Saintil
Merline Saintil (age 48) is an independent Class II director at GitLab, serving since November 2020. She is a seasoned technology operator with R&D/IT, product operations, M&A integration, and business operations experience at Fortune 500 and high‑growth software firms. She holds a B.S. in Computer Science (Florida A&M) and an M.S. in Software Engineering Management (Carnegie Mellon), is NACD/SEI‑certified in Cybersecurity Oversight, and has completed Stanford Directors’ College and Harvard Business School executive education programs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Change Healthcare Inc. | Chief Operating Officer, R&D/IT | Apr 2019 – Feb 2020 | Led R&D/IT operations |
| Intuit Inc. | Senior executive, Product & Technology | Nov 2014 – Aug 2018 | Drove global strategic growth, led M&A integrations/divestitures, and business ops for ~half of workforce |
| Yahoo! Inc. | Head of Operations, Mobile & Emerging Products | Jan 2014 – Nov 2014 | Product operations leadership |
| Joyent, Inc. | Various roles | Nov 2011 – Sep 2013 | Product/engineering operations |
| PayPal Holdings Inc. | Various roles | Jul 2010 – Nov 2011 | Product/engineering operations |
| Adobe Inc. | Various roles | Apr 2006 – Jul 2010 | Product/engineering operations |
| Sun Microsystems, Inc. | Various roles | Oct 2000 – Apr 2006 | Engineering/operations |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Rocket Lab | Lead Independent Director; Chair, Nominating & Corporate Governance | Current | Lead independent oversight; governance leadership |
| Symbotic | Director; Chair, Nominating & Governance | Since Jun 2022 | Governance chair |
| TD SYNNEX Corporation | Director | Since Sep 2021 | Board member |
| Evolv Technology Holdings, Inc. | Director; Chair, Nominating & Corporate Governance; Member, Audit | Jan 2021 – Jan 2025 | Governance chair; audit member |
| Alkami Technology | Director; Member, Information Systems Audit Committee | Oct 2020 – Dec 2022 | Info systems audit |
Board Governance
- Independence: The board determined all directors other than the Executive Chair and CEO are independent; Saintil is independent .
- GitLab committees: Member, Compensation & Leadership Development Committee (CLDC); CLDC is fully independent .
- Attendance/engagement: In FY2025, the board met 4x; CLDC 6x; Nominating & Corporate Governance 2x; all directors met ≥75% attendance for meetings of the board/committees on which they served .
- Executive sessions: Non‑employee directors hold regularly scheduled executive sessions led by the Lead Independent Director (Godfrey Sullivan) .
- Board diversity snapshot (as of Feb 1, 2025): ~38% women; ~25% from underrepresented communities .
- Related parties: No related‑party transactions >$120,000 involving directors/officers reported for period from Feb 1, 2024 to proxy date .
Fixed Compensation
| Fiscal Year | Cash Fees (USD) | Equity Awards (USD, grant-date value) | Total (USD) |
|---|---|---|---|
| FY2025 (year ended Jan 31, 2025) | $42,500 | $199,976 | $242,476 |
| FY2024 (year ended Jan 31, 2024) | $37,000 | $194,981 | $231,981 |
- Policy alignment (non‑employee directors): Annual cash retainer $35,000; CLDC member +$7,500; annual RSU grant $200,000 (vests fully by next annual meeting or 1 year); initial RSU $250,000 (3‑year ratable vest); director RSUs fully vest upon a “corporate transaction” .
Performance Compensation
| Element | Structure | Notes |
|---|---|---|
| Director equity | Time‑based RSUs (Initial $250k over 3 years; Annual $200k over 1 year) | No performance metrics; RSUs fully vest upon a corporate transaction per plan |
Other Directorships & Interlocks
- Compensation committee interlocks: None; during FY2025 no CLDC member (Bostrom, Jacobson, Saintil) served as an officer of GitLab or had Item 404‑reportable relationships; no reciprocal interlocks with other issuers’ comp committees/executives .
- Related‑party transactions: None reported for the period .
Expertise & Qualifications
- Technical/operational: Deep product, engineering operations, and R&D/IT leadership across major software/internet companies .
- Cybersecurity oversight: NACD/Carnegie Mellon SEI Cybersecurity Oversight certification .
- Education: B.S. in Computer Science (Florida A&M); M.S. in Software Engineering Management (Carnegie Mellon); Stanford Directors’ College and HBS executive programs .
Equity Ownership
| As of | Class A Shares | Class B Options (exercisable within 60 days) | Ownership % of Class A / Total Voting Power | Notes |
|---|---|---|---|---|
| Apr 1, 2025 (beneficial ownership table) | 5,858 | 70,000 | <1% / <1% | Footnote confirms 70,000 options exercisable within 60 days |
| Jan 31, 2025 (director holdings table) | Unvested RSUs: 4,044 | Options outstanding: 70,000 | — | FY2025 year‑end position |
| Jan 31, 2024 (director holdings table) | Unvested RSUs: 3,939 | Options outstanding: 70,000 (14,584 unvested at FY2024 year‑end) | — | Historical detail on option unvested portion |
- Hedging/pledging: Company policy prohibits hedging and pledging (pledging only with CLO approval); no pledging by Saintil disclosed .
- 10b5‑1 plans: The proxy discloses Rule 10b5‑1 plans for executive officers; it does not disclose director trading plans .
Governance Assessment
- Committee assignments, chair roles, and expertise: Independent member of GitLab’s CLDC with significant product/operations and cybersecurity oversight credentials—well‑matched for compensation governance in a software company .
- Independence, attendance, and engagement: Independent; met ≥75% attendance thresholds in FY2025; participates in a board with regular executive sessions led by a strong Lead Independent Director .
- Director compensation and alignment: Standard mix of cash retainer plus annual RSUs consistent with policy; FY2025 cash $42.5k and equity ~$200k align to disclosed fee schedule; director RSUs have single‑trigger vesting on a corporate transaction (common, but noteworthy for change‑in‑control optics) .
- Ownership/skin‑in‑the‑game: Beneficially owns 5,858 Class A shares plus options (overall <1%); holds unvested RSUs; company bans hedging/pledging absent approval, supporting alignment .
- Conflicts/interlocks: No Item 404 related‑party transactions and no CLDC interlocks; broad external board roles (Rocket Lab, Symbotic, TD SYNNEX; prior Evolv) imply meaningful time commitments, but FY2025 attendance requirements were met .
- Shareholder signals: Say‑on‑pay support was ~95.1% at the 2024 annual meeting, indicating broad investor support for compensation governance at GitLab during the period .
RED FLAGS: None identified in filings. Watch item: multiple simultaneous public directorships may increase time demands; FY2025 attendance met minimum thresholds .