Sytse Sijbrandij
About Sytse Sijbrandij
Co-founder of GitLab, Executive Chair since December 2024 (former CEO and Chair from incorporation in 2014 to Dec. 2024). Age 45; director since September 2014; holds B.S. and M.Sc. in Management Science from the University of Twente. Brings founder-level product/strategy expertise and continuity to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GitLab Inc. | Executive Chair | Dec 2024 – present | Board leadership; separation of Chair/CEO roles to focus CEO on operations . |
| GitLab Inc. | CEO and Chair | 2014 – Dec 2024 | Led company from founding through scale-up and IPO-era; deep platform/industry knowledge . |
| Dutch Ministry of Safety & Justice | Part-time Software Architect | Aug 2009 – Jan 2012 | Technology role . |
| U-Boat Worx B.V. | Operational Director | Nov 2003 – Dec 2007 | Operations leadership . |
External Roles
No other public company directorships disclosed in the 2025 proxy .
Board Governance
- Independence: Not independent (board determined all directors except CEO William Staples and Executive Chair Sytse Sijbrandij are independent) .
- Board role: Executive Chair; Godfrey Sullivan is Lead Independent Director since March 2021 .
- Committees: All board committees comprise independent directors; Mr. Sijbrandij is not listed on Audit, Compensation & Leadership Development (CLDC), or Nominating & Corporate Governance (NCGC) committees .
- Attendance: FY2025 meetings held—Board: 4; Audit: 9; CLDC: 6; NCGC: 2. Each director attended at least 75% of meetings for their service period . Directors encouraged to attend the annual meeting; all but one attended in 2024 .
Fixed Compensation (Director)
| Component | FY2025 Amount/Policy | Notes |
|---|---|---|
| Cash fees (Director/Committee) | — | Mr. Sijbrandij received no cash fees as a director in FY2025 . |
| Stock awards (Director line item) | $16,952,490 | Represents incremental fair value from modification of his 5/17/2021 option upon transitioning to Executive Chair; also reported in NEO table . |
| Standard non-employee director policy (for reference) | $35,000 annual cash retainer; Committee fees: Audit chair $20k/member $10k; CLDC chair $20k/member $7.5k; NCGC chair $8k/member $4k; Lead independent director +$20k | Policy-level benchmarks; annual RSU grant $200,000; initial RSU $250,000 with specified vesting . |
Performance Compensation
| Element | Detail | Status/Metric |
|---|---|---|
| FY2025 executive bonus eligibility (former CEO) | Former CEO was not eligible for a FY2025 bonus | n/a . |
| Former CEO PSU Award (2021) | Performance stock units granted in 2021 | Terminated upon resignation as CEO in Dec 2024; 0 PSUs outstanding as of Jan 31, 2025 . |
| 2021 Option Award | 1,500,000 options; exercise price $17.82; originally vesting 20% at 1-year, then monthly; expires May 16, 2031 | Vesting modified to continue while serving as Executive Chair; incremental fair value recognized in FY2025 . |
| Clawback (Recovery Policy) | Company adopted Dodd-Frank compliant recovery policy in Nov 2023; FY2025 review required no recovery | Enhances accountability . |
Other Directorships & Interlocks
No interlocking directorships or related-party interlocks disclosed for Mr. Sijbrandij in the 2025 proxy .
Expertise & Qualifications
- Founder/operator with deep product and platform knowledge; long-tenured leader in software/DevSecOps .
- Board leadership continuity during CEO transition; strategic vision and domain expertise cited as rationale for Executive Chair role .
Equity Ownership
| Ownership (as of April 1, 2025) | Amount | Notes |
|---|---|---|
| Class A shares | 287,271 | Direct Class A holdings . |
| Class B shares | 18,094,072 | 16,594,072 held via Sytse Sijbrandij Revocable Trust; plus 1,500,000 options exercisable within 60 days of Apr 1, 2025 . |
| % of Class B | 86.94% | Concentrated Class B control . |
| % of total voting power | 51.23% | Majority voting control through dual-class structure . |
| Options outstanding (grant 5/17/2021) | 1,500,000 | Exercise price $17.82; vesting mod continues while Executive Chair; expires 2031 . |
| Unvested options (as of Jan 31, 2025) | 400,000 | Portion of the 2021 grant still unvested at FY-end . |
| Anti-hedging/Anti-pledging | Prohibits hedging; pledging prohibited unless CLO-approved | Policy-level safeguards . |
Governance Assessment
-
Strengths
- Separation of Executive Chair and CEO roles with a seasoned Lead Independent Director (Godfrey Sullivan) and fully independent committees, supporting board oversight during leadership transition .
- Strong attendance disclosures and active committee cadence in FY2025 (board 4; audit 9; CLDC 6; NCGC 2; all directors ≥75% attendance) .
- Robust policies: anti-hedging/anti-pledging, and a formal compensation recovery policy; FY2025 review required no clawback .
- No related-party transactions with Mr. Sijbrandij disclosed for FY2025 (beyond compensation arrangements) .
- Prior say-on-pay support of approximately 95.1% at the 2024 meeting indicates broad shareholder backing for compensation programs .
-
Risks and potential red flags for investors
- Majority voting control: Mr. Sijbrandij holds ~51% of total voting power via Class B shares—limits minority shareholder influence on governance outcomes (RED FLAG) .
- Option vesting modification upon transition to Executive Chair generated a substantial incremental accounting value ($16.95M) and continues equity accrual in a non-CEO role; while board justified for continuity, investors may scrutinize pay-for-performance alignment (signal risk) .
- Not independent: As Executive Chair and co-founder, he is classified non-independent; all committees remain fully independent to mitigate this, but concentration of influence persists .
Notes on Independence, Attendance, and Engagement
- Independence: Board determined only the CEO and Executive Chair are non-independent; all others independent .
- Executive sessions: Independent directors conduct regular executive sessions; Lead Independent Director presides .
- Annual meeting engagement: All directors except one attended the 2024 annual meeting .
Director Compensation Structure (Policy Reference)
| Element | Amount | Vesting/Terms |
|---|---|---|
| Annual RSU (non-employee directors) | $200,000 | Vests fully by next annual meeting or one year; accelerates on corporate transaction . |
| Initial RSU (new non-employee director) | $250,000 | Vests 1/3 annually over 3 years; accelerates on corporate transaction . |
| Cash retainer (board) | $35,000 | Paid quarterly; prorated . |
| Committee chairs/members | Audit chair $20k/member $10k; CLDC chair $20k/member $7.5k; NCGC chair $8k/member $4k | Lead Independent Director add’l $20k . |
Related-Party Transactions
- Policy: Audit Committee reviews/approves related-person transactions >$120,000 .
- Disclosure: No related-party transactions during FY2025 involving directors/executives (other than compensation arrangements) (clean disclosure) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay 2024: ~95.1% approval; board/CLDC considered feedback; FY2025 program consistent with prior design .
Employment & Contractual Terms (Former CEO context)
- Confirmatory offer letter in Sept 2021; at-will .
- Company-wide executive severance framework includes enhanced benefits and 100% equity acceleration upon qualifying termination in connection with a corporate transaction; framework specifies 18 months for Mr. Sijbrandij (as an NEO), though footnote indicates no additional severance upon his December 2024 resignation .
Disclosures on Insider Trading and Forms
- Section 16(a): Company notes one untimely Form 4 (gift) by Godfrey Sullivan; no delinquency noted for Mr. Sijbrandij .
- Rule 10b5-1 plans: Executives utilize 10b5-1 plans for trading; general disclosure applies to officers/directors .
Overall implication for investors: Governance structures (independent committees, lead director, policies) are strong, but dual-class control and the option vesting modification for the Executive Chair concentrate influence and may invite scrutiny on alignment and board independence. Monitoring continued equity accrual, future related-party scrutiny, and shareholder feedback on pay will be key .