Robin Schulman
About Robin Schulman
Robin J. Schulman, 51, serves as GitLab’s Chief Legal Officer, Head of Legal and Corporate Affairs, and Corporate Secretary, roles held since December 2019; she also served as Acting Chief Information Security Officer from September 2022 to June 2023. She holds a B.F.A. from New York University and a J.D. from Rutgers University School of Law . Company performance during FY2025 included revenue of $759.2 million (+31% YoY) and non-GAAP operating margin of 10% (vs. -0.2% in FY2024), while cumulative TSR from IPO implies a $100 investment equaled $70 at FY2025 year-end, reflecting market performance in her tenure window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Couchbase, Inc. | SVP, Chief Legal Officer, and Corporate Secretary | Feb 2018–Nov 2019 | Led legal, governance, and corporate secretary functions through growth stage |
| New Relic, Inc. | General Counsel, Corporate Secretary, and Chief Compliance Officer | Dec 2013–Feb 2018 | Built compliance infrastructure and public-company legal operations |
| Adobe Systems Incorporated | Legal Counsel | May 2010–Dec 2013 | Supported enterprise software legal and compliance matters |
| Fenwick & West LLP | Associate | Sept 2006–Apr 2010 | Practiced technology and life sciences corporate law |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private biotech company | Board Member | Since 2024 | External governance and industry network expansion |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $370,000 | $395,000 | $440,000 |
| Non-Equity Incentive Paid ($) | $168,883 | $231,253 | $216,942 |
Performance Compensation
Annual Cash Incentive Plan – FY2025 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Payout Mechanic | FY2025 Total Payout to Schulman |
|---|---|---|---|---|---|---|---|
| Net ARR | 70% | Not disclosed | Not disclosed | Not disclosed | 90.5% of target | 50–200% straight-line per attainment | $216,942 (98.61% of target) |
| NGOI (Non-GAAP Operating Income) | 30% | 2% → 50% payout | 7% → 100% payout | >15% → 200% payout | +4.1pt vs target | 50–200% straight-line per attainment | $216,942 (98.61% of target) |
FY2025 plan paid out at 98.61% of target; Schulman’s target bonus opportunity was $220,000 (50% of base), consistent with the cash payout shown .
Equity Awards (RSUs/PSUs) – Grants and Vesting
| Grant Type | Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU | Mar 28, 2024 | 56,218 | $3,278,634 | Quarterly over 4 years with 6-month cliff |
| RSU (Retention) | Jun 22, 2024 | 18,835 | $825,350 | Quarterly over 2 years with 15-month cliff |
| RSU (Retention) | Jun 22, 2024 | 18,835 | $825,350 | Quarterly over 4 years |
| PSU (FY2023 award) | Jun 17, 2022 | Target 37,069; Attained 22,797 | N/A (attainment disclosed) | Earned 61.5% of target; vests 25% per quarter beginning Mar 2025 |
Option Awards – Key Terms
| Grant Date | Exercisable Options (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Dec 8, 2020 | 170,000 | $16.71 | Dec 7, 2030 | Monthly over 48 months; immediately exercisable subject to repurchase of unvested shares |
| Mar 18, 2021 | 47,000 | $17.82 | Mar 17, 2031 | 25% at 12 months; 1/48 monthly thereafter; immediately exercisable subject to repurchase |
| Mar 18, 2021 | 47,000 | $17.82 | Mar 17, 2031 | 25% at 24 months; 1/48 monthly thereafter; immediately exercisable subject to repurchase |
| Dec 2, 2019 | 18,502 | $8.90 | Dec 1, 2029 | 25% at 12 months; 1/48 monthly thereafter; immediately exercisable subject to repurchase |
Equity Ownership & Alignment
Beneficial Ownership (as of April 1, 2025)
| Class | Shares Beneficially Owned (#) | % of Class | Notes |
|---|---|---|---|
| Class A | 9,941 | <1% | Direct ownership |
| Class B (options exercisable ≤60 days) | 282,502 | 1.44% | Options exercisable into Class B (convertible to Class A at holder election) |
- Unvested RSUs outstanding at FY2025 year-end include multiple grants and market values disclosed in the Outstanding Equity Awards table (e.g., 45,677; 18,835; 16,481; 30,937; 9,267), each vesting per schedules above; market values calculated at $72.76 as of Jan 31, 2025 .
- All executive officers use Rule 10b5-1 trading plans for periodic transactions, which can create regular liquidity windows but are pre-programmed to mitigate informational advantage .
- Anti-hedging and anti-pledging policies apply: NEOs may not hedge or pledge GitLab stock; pledging generally prohibited, with limited approvals in Insider Trading Policy; no tax gross-ups for change-in-control benefits .
Employment Terms
- Confirmatory offer letter (Sept 2021); at-will; eligible for variable bonus per Company policies and CLDC discretion .
- Severance (outside change-of-control): 6 months base salary, pro-rata bonus through termination, and 6 months benefits continuation, subject to a general release .
- Change-of-control economics (double trigger: termination without cause or for good reason in connection with or within 3 months before/12 months after a corporate transaction): 12 months base salary, pro-rata bonus through termination plus bonus otherwise accruing during severance period, 12 months benefits continuation, and 100% acceleration of all outstanding equity awards, subject to a general release .
- Clawback (Compensation Recovery Policy, Nov 2023): recoupment of incentive-based compensation for required restatements, regardless of fault; 2025 analysis found no recovery required given restatement did not impact incentive metrics .
Investment Implications
- Pay-for-performance alignment: Schulman’s FY2025 cash incentive paid 98.61% of target based on Net ARR (70% weight) and NGOI (30% weight), consistent with company growth (+31% revenue) and non-GAAP margin improvement to 10% .
- Equity-heavy compensation with multi-year RSU vesting and FY2023 PSU attainment at 61.5% introduces ongoing vest-related supply; combined with Rule 10b5-1 plans, expect periodic, programmatic share sales rather than opportunistic trading .
- Ownership and alignment: Direct Class A holdings are modest, but meaningful options exposure (1.44% of Class B) and accelerated vesting in a change-of-control create retention/stay incentive and potential M&A-related overhang; anti-hedging/pledging policies reduce misalignment risk .
- Governance and shareholder sentiment: High say-on-pay support (~95.1% in 2024) and standard clawback provisions indicate low compensation-related governance risk; severance terms are typical for tech peers but full equity acceleration under CIC is a notable consideration for deal dynamics .