Sue Bostrom
About Sue Bostrom
Sue Bostrom (age 64) has served on GitLab’s Board since April 2019; she was EVP and Chief Marketing Officer at Cisco Systems from 1997–2011 and holds a B.S. in Business from the University of Illinois and an MBA from Stanford University . She is classified as an independent director under Nasdaq and SEC rules, and currently chairs GitLab’s Compensation and Leadership Development Committee (CLDC) and serves on the Nominating & Corporate Governance Committee . Her board credentials include extensive compensation committee experience and multiple public company directorships, indicating strong governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Executive Vice President & Chief Marketing Officer | 1997–2011 | Senior operating executive experience in global technology; compensation oversight exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow, Inc. | Lead Independent Director; Chair, Leadership Development & Compensation Committee | Director since July 2014 | Board leadership; chairs compensation committee (core governance influence) |
| SingleStore | Director | Since Oct 2022 | — (not disclosed) |
| Samsara | Director | Since Mar 2021 | — (not disclosed) |
| Outreach | Director | Since Mar 2020 | — (not disclosed) |
| Anaplan (prior) | Director | Sep 2017–Jun 2022 | — (prior directorship) |
| Nutanix (prior) | Director | Oct 2017–Mar 2022 | — (prior directorship) |
| Cadence Design Systems (prior) | Director | Feb 2011–May 2021 | — (prior directorship) |
| Varian Medical Systems (prior) | Director | Feb 2005–Feb 2019 | — (prior directorship) |
Board Governance
- Independence: The Board determined all directors other than the Executive Chair (Sijbrandij) and CEO (Staples) are independent; Bostrom is independent and all Board committees are composed of independent directors .
- Committee assignments: Bostrom chairs the Compensation & Leadership Development Committee and is a member of the Nominating & Corporate Governance Committee .
- Meetings and attendance: In FY2025, the Board met 4 times; Audit 9; CLDC 6; Nominating 2; each director attended at least 75% of the meetings of the Board and applicable committees during their service period .
- Executive sessions and leadership: Independent directors meet in regular executive sessions; Lead Independent Director presides (currently Godfrey Sullivan) .
- Risk oversight: Audit oversees financial reporting, cybersecurity, privacy; CLDC oversees compensation risk; Nominating oversees governance and independence .
Fixed Compensation
| Component | FY2025 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $59,000 | Consistent with policy: $35,000 annual Board retainer + $20,000 CLDC chair + $4,000 Nominating member |
| Total cash | $59,000 | — |
| Committee fee policy (reference) | — | Audit chair $20,000; Audit member $10,000; CLDC chair $20,000; CLDC member $7,500; Nominating chair $8,000; Nominating member $4,000; Lead Independent Director $20,000 |
Performance Compensation
| Component | FY2025 Amount (USD) | Grant Details |
|---|---|---|
| Annual RSU grant value | $199,976 | Annual director RSUs granted at $200,000; vest fully by next annual meeting or one year from grant; accelerate upon corporate transaction |
| Total director compensation | $258,976 | Cash + equity |
Note: Director equity awards are time-based RSUs; no director performance metrics (e.g., TSR, EBITDA) are disclosed for director compensation. Annual RSUs and initial appointment RSUs have stated vesting schedules and corporate transaction acceleration provisions .
Other Directorships & Interlocks
- Current boards: ServiceNow (lead independent director; comp chair), SingleStore, Samsara, Outreach; prior boards include Anaplan, Nutanix, Cadence, Varian .
- Compensation committee interlocks: GitLab discloses no Item 404 relationships and no reciprocal compensation-committee interlocks with executives at other entities during FY2025 for CLDC members (including Bostrom) .
- Peer group overlap: GitLab’s FY2025 compensation peer group includes Samsara while Bostrom serves on Samsara’s board; the CLDC uses independent consultant Compensia and peer selections are reviewed annually, which helps mitigate bias risk .
Expertise & Qualifications
- Education: B.S. in Business (University of Illinois); MBA (Stanford University) .
- Technical/industry credentials: Senior marketing/operator at Cisco; extensive public company board experience; compensation committee leadership at ServiceNow; GitLab CLDC chair indicating executive pay governance expertise .
- Board qualifications emphasized by GitLab: independence, compensation committee experience, and public company directorships .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Voting Power % | RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|---|---|---|
| Sue Bostrom | 140,869 | * (<1%) | — | — | — | 4,044 | — |
- Anti-hedging/anti-pledging: Insiders (including directors) are prohibited from hedging and pledging GitLab stock unless approved by the Chief Legal Officer; insider trading policy and preclearance apply to directors .
- Related-party transactions: None reported >$120,000 involving directors since Feb 1, 2024; the Audit Committee reviews/approves any such transactions under Item 404 .
Governance Assessment
- Strengths
- Independent director with deep compensation governance experience; chairs CLDC at GitLab and ServiceNow, supporting robust pay oversight .
- Transparent director pay mix: modest cash retainers and equity aligned via annual RSUs, standard vesting; no meeting fees or unusual perquisites disclosed .
- Board practices: majority independent board, independent-only executive sessions, lead independent director role, and disclosed committee responsibilities (risk, cybersecurity, compensation) .
- Attendance: all directors met at least 75% threshold in FY2025; indicates baseline engagement .
- Controls: anti-hedging/anti-pledging, insider trading policy preclearance; clawback policy (Recovery Policy) implemented per Nasdaq/Dodd-Frank (though targeted at executives) .
- Watch items / potential conflicts
- Compensation peer group includes Samsara where Bostrom serves; while common in tech, peer selection may warrant monitoring to avoid perceived benchmarking bias (mitigated by use of independent consultant) .
- Director RSUs feature single-trigger acceleration upon a corporate transaction, which some investors scrutinize in the context of change-in-control alignment; this is disclosed policy-wide for non-employee directors .
- No red flags observed
- No related-party transactions involving Bostrom; no disclosed hedging/pledging; no delinquent ownership reporting for her; meeting attendance adequate .
Overall signal: Bostrom’s governance profile is strong on compensation oversight and independence, with standard director pay structures and equity alignment; monitor peer-group overlap with Samsara and single-trigger director equity acceleration for potential investor sensitivity .