William Staples
About William Staples
William Staples, 52, was appointed Chief Executive Officer and director of GitLab Inc. effective December 5, 2024, and holds a B.S. from the University of Utah . In fiscal 2025 (year ended Jan 31, 2025), GitLab delivered 31% revenue growth to $759.2 million and improved non-GAAP operating margin to 10% (from -0.2%), metrics that underpin the company’s pay-for-performance framework . The board structure separates Executive Chair (co‑founder Sytse Sijbrandij) and CEO roles and maintains a Lead Independent Director, with a majority independent board .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New Relic, Inc. | Chief Executive Officer and Board Member | Jul 2021 – Dec 2023 | Led company as CEO and served on board; previously President & CPO (Jan–Jul 2021) |
| Adobe Inc. | VP, Experience Cloud Engineering | Sep 2017 – Jan 2020 | Led global engineering for Experience Cloud |
| Microsoft | Various product/design/engineering roles; most recently VP, Azure Application Platform | 1999 – Mar 2016 | Senior platform leadership in Azure application services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| New Relic, Inc. | Board Member (concurrent with CEO role) | 2021 – 2023 | Public-company board experience prior to GitLab |
Fixed Compensation
| Component | FY2025 Terms / Outcome |
|---|---|
| Base Salary | $600,000 initial CEO base salary (prorated to $92,500 paid in FY2025) |
| Target Annual Bonus | 100% of base salary |
| FY2025 Bonus Paid | $92,248 (reflects eligibility and proration based on service start) |
Performance Compensation
- Annual cash incentive plan design: 70% Net ARR, 30% non‑GAAP Operating Income (NGOI); threshold payouts start at 50% for each metric with a 200% cap; NGOI threshold/target/maximum framework: 2% (50% payout) / 7% (100%) / >15% (200%) .
- FY2025 corporate result and payout factor: 90.5% of Net ARR target and +4.1 pts NGOI vs. target; weighted payout 98.61% of target .
| Metric | Weight | Target Framework | Actual vs Target | Payout |
|---|---|---|---|---|
| Net ARR | 70% | Company-set (not publicly disclosed) | 90.5% of target | Contributes to 98.61% weighted payout |
| NGOI | 30% | 2%/7%/>15% = 50%/100%/200% | +4.1 pt vs target | Contributes to 98.61% weighted payout |
Long-term incentives (CEO new-hire):
- Time-based RSUs: $24.0M grant value, vests quarterly over 4 years with a 6‑month cliff .
- Performance Stock Units (PSUs): $16.0M grant value, three equal tranches tied to fiscal 2026–2028 performance; unearned tranches forfeit after each period; service as CEO required for earning; forfeiture if he ceases to be CEO when certification occurs .
| Award | Grant Date | Units Outstanding | Vesting | Notes |
|---|---|---|---|---|
| RSUs | Dec 12, 2024 | 382,348 | 6‑month cliff, then quarterly over 4 years | Market value at 1/31/25: $27,819,640 at $72.76/share |
| PSUs | Dec 12, 2024 | 254,898 target | Three annual performance tranches FY26–FY28; service as CEO required | Market value at 1/31/25: $18,546,378 at $72.76/share (at target) |
Fiscal 2023 PSUs (company-wide program) attainment reference (for other NEOs): 84.6% of revenue target; 61.5% payout, vesting quarterly over four quarters from Mar 2025 .
Equity Ownership & Alignment
| As of April 1, 2025 | Class A Shares | Class B Shares | Ownership % | Notes |
|---|---|---|---|---|
| Beneficial Ownership (Staples) | — | — | <1% | No reportable beneficial ownership as of record date |
| Outstanding CEO Equity (1/31/25) | Unvested Units | Market Value @ $72.76 |
|---|---|---|
| RSUs | 382,348 | $27,819,640 |
| PSUs (target) | 254,898 | $18,546,378 |
Policies and trading mechanics:
- Anti-hedging: Hedging/monetization transactions are prohibited .
- Anti-pledging: Pledging is prohibited (any exception requires approval; NEOs may not pledge per program practices) .
- Rule 10b5‑1 plans: All executive officers utilize 10b5‑1 trading plans, which automate periodic sales within preset parameters .
Implication: Beginning 2H FY2025, quarterly RSU vesting combined with 10b5‑1 plans can create scheduled, non-discretionary insider sales cadence, reducing ad hoc selling risk but introducing steady supply over time .
Employment Terms
- Employment: At-will; confirmatory offer letter executed December 2024; eligible for company bonus plan (100% target of base) .
- Clawback: Dodd‑Frank compliant Compensation Recovery Policy adopted Nov 2023; recovery analysis determined no recoupment required for historical errors .
Severance and change-in-control (CIC) economics:
- Double-trigger CIC protection: If terminated without cause or resigns for good reason within 3 months before or 12 months after a “corporate transaction,” CEO receives 18 months salary and benefits; pro‑rata and severance‑period bonus; and 100% equity acceleration (subject to release) . Estimated as of 1/31/25: $900,000 cash severance, $92,248 bonus, $46,366,019 accelerated equity; total $47,358,267 .
- Non‑CIC qualifying termination: 12 months salary and benefits; pro‑rata bonus; no equity acceleration disclosed for non‑CIC . Estimated as of 1/31/25: $600,000 cash severance and $92,248 bonus; total $692,248 .
| Scenario (as of 1/31/25) | Cash Severance | Cash Bonus | Benefits | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Qualifying Termination – No CIC | $600,000 | $92,248 | — | — | $692,248 |
| Qualifying Termination – CIC | $900,000 | $92,248 | — | $46,366,019 | $47,358,267 |
Board Governance and Service
- Board service: Director since December 2024; receives no additional pay for board service as a team member .
- Independence: Staples (CEO) is not independent; co‑founder Sytse Sijbrandij is Executive Chair and not independent; seven of nine directors are independent; all board committees comprise independent directors .
- Leadership structure: Executive Chair and CEO roles separated; Lead Independent Director (Godfrey Sullivan) presides over independent sessions .
- Committees: CEO serves on no committees (audit, compensation and leadership development, and nominating and corporate governance are all-independent) .
- Attendance: Each director attended at least 75% of board and applicable committee meetings in FY2025 .
Dual-role implications: CEO+Director is a common structure; separation from the Executive Chair and presence of a Lead Independent Director and independent committees mitigate independence concerns and centralize performance accountability for the CEO role .
Compensation Committee and Peer Group
- CLDC members: Sue Bostrom (Chair), Matthew Jacobson, Merline Saintil; independent advisor Compensia retained; peer data and market practices drive targets .
- FY2025 peer group includes 20 software names such as Cloudflare, Datadog, Dynatrace, Elastic, MongoDB, Samsara, SentinelOne, UiPath, Zscaler; criteria prioritize revenue scale/growth and $2.5B–$23B market caps .
- Say‑on‑pay: 95.1% approval at 2024 annual meeting .
Related Party / Risk Indicators
- Related party transactions: None over $120,000 disclosed for the period (other than standard compensation arrangements) .
- Anti‑hedging/pledging policies in effect; 10b5‑1 usage; majority independent board with lead independent director; standard indemnification and governance documents available .
Investment Implications
- Pay-for-performance alignment: CEO package is heavily equity-based with a balanced mix of time‑vested RSUs ($24M) and multi‑year PSUs ($16M) tied to fiscal 2026–2028 financial metrics; PSU tranches are forfeitable if period goals are missed and require him to remain CEO—tightening alignment and raising execution stakes .
- Retention and dilution dynamics: Large unvested awards (RSUs 382,348; PSUs 254,898 at target) and a six‑month cliff followed by quarterly vesting create strong retention hooks; 10b5‑1 plans suggest any share sales will be scheduled, which can introduce steady sell‑side supply into the float over time .
- Change‑of‑control leverage: Double‑trigger with 100% equity acceleration and a ~$47.4M modeled payout as of Jan 31, 2025, gives Staples significant financial exposure to a strategic transaction outcome, aligning him with shareholder value realization in a sale scenario .
- Governance quality: Separation of Executive Chair and CEO, a Lead Independent Director, fully independent committees, prohibition on hedging/pledging, and an active clawback policy reduce governance and compensation risk; strong prior say‑on‑pay support (95.1%) indicates shareholder acceptance of the program .