Sundeep Bedi
About Sundeep Bedi
Independent director at GitLab since August 2021; age 51. Former CIO and Chief Development Officer at Snowflake (Jan 2020–Mar 2025) and previously Vice President of Global IT at Nvidia (Feb 2008–Jan 2020). Education: B.S. in Biology and M.B.A., University of San Francisco. Currently serves on GitLab’s Audit Committee; board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snowflake Inc. | Chief Information Officer; Chief Development Officer | Jan 2020 – Mar 2025 | Not disclosed |
| Nvidia Corp. | Vice President of Global IT (roles of increasing responsibility) | Feb 2008 – Jan 2020 | Not disclosed |
External Roles
- No other public-company board service is listed in Bedi’s proxy biography; prior roles are operating executive positions at Snowflake and Nvidia .
Board Governance
- Committee assignments: Audit Committee member; the committee is fully independent, chaired by Karen Blasing; all members are financially literate .
- Independence: Board determined Bedi is independent; all committees are composed of independent directors .
- Attendance and engagement: In FY2025, the board met 4 times; audit 9, compensation 6, nominating 2; each director attended at least 75% of meetings of the board and committees on which they served .
- Executive sessions and leadership: Independent directors hold regular executive sessions; Godfrey Sullivan serves as Lead Independent Director .
| Governance Detail | FY2025 | Notes |
|---|---|---|
| Board meetings | 4 | Each director ≥75% attendance |
| Audit Committee meetings | 9 | Bedi is a member; all members financially literate |
| Compensation Committee meetings | 6 | All independent |
| Nominating & Governance meetings | 2 | All independent |
| Lead Independent Director | Yes | Godfrey Sullivan |
| Regular executive sessions | Yes | Presided by Lead Independent Director |
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Annual cash retainer | $35,000 | Non-employee director retainer |
| Committee fee – Audit member | $10,000 | Audit member fee (non-chair) |
| Total cash paid | $45,000 | Amount reported for Bedi |
| Annual RSU grant (grant-date fair value) | $199,976 | Non-employee director Annual RSUs |
| Total | $244,976 | Cash + equity grant-date value |
Vesting mechanics:
- Annual RSUs: fully vest by the next annual meeting or one year from grant date; accelerate on corporate transaction as defined in the 2021 Plan .
Performance Compensation
- No performance-based director awards (e.g., PSUs, performance options) are disclosed for non-employee directors; director equity is time-based RSUs per policy .
Other Directorships & Interlocks
- None disclosed in the proxy for Bedi; Audit Committee reviews all related-party transactions over $120,000, and none were reported for FY2025 involving directors or their immediate family members .
Expertise & Qualifications
- Technology and operations expertise from senior IT leadership roles at Snowflake and Nvidia .
- Financial literacy as an Audit Committee member; committee members are financially literate per charter .
- Independence verified under Nasdaq and SEC rules .
Equity Ownership
| Ownership Detail (as of Apr 1, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 8,369 | <1% ownership |
| Class B options exercisable within 60 days | 27,000 | <1% voting; exercisable within 60 days |
| Unvested RSUs (as of Jan 31, 2025) | 4,044 | Director RSUs unvested |
| Outstanding options (as of Jan 31, 2025) | 27,000 | 5,250 option shares unvested at FY-end |
| Shares pledged as collateral | Not disclosed | Anti-pledging policy prohibits pledging by “Insiders” (includes directors), unless expressly approved |
| Hedging | Prohibited | Anti-hedging policy applies to directors |
Governance Assessment
- Strengths: Independent director; Audit Committee member with financial literacy; strong attendance; board maintains majority independence, regular executive sessions, and a Lead Independent Director structure—positive for oversight quality .
- Alignment: Director pay mix leans toward equity (annual RSUs ~$200k vs. cash $45k), supporting alignment with shareholder value over time .
- Conflicts: Bedi’s concurrent executive role at Snowflake through March 2025 is disclosed; Audit Committee oversees related-party transactions, and the proxy reports none in FY2025—reducing conflict concerns .
- Policies: Anti-hedging and anti-pledging policies apply to directors, mitigating misalignment risks; no family relationships among directors and officers reported .
- Structural consideration: Dual-class voting concentrates control (founder holds ~51.23% total voting power), which can limit minority shareholder influence; not specific to Bedi but relevant to governance environment .
Overall signal: Bedi’s independence, audit committee service, and equity-heavy director compensation are supportive of investor confidence; no related-party transactions or pledging/hedging concerns disclosed. The dual-class structure is a broader governance consideration outside his individual remit .