GITLAB INC., DEF 14A filed on 5/1/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Jan. 31, 2026
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name GITLAB INC.
Entity Central Index Key 0001653482
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jan. 31, 2026
Jan. 31, 2025
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay-Versus-Performance Table
Pay Versus Performance
Value of Initial Fixed $100 Investment
AverageAverageBased On:
SummaryCompensationSummaryCompensationSummaryCompensationPeer GroupCompany-
CompensationActuallyCompensationActuallyCompensationActuallyTotalTotalSelected
Table TotalPaidTable TotalPaidTable TotalPaidShareholderShareholderNetMeasure:
Year(1)for PEO (Sijbrandij) (2)for PEO (Sijbrandij) (3)for PEO (Staples) (2)for PEO (Staples) (3)for Non-PEO NEOs (2)for Non-PEO NEOs (3)Return (4)Return (4) (5)Income (6)Revenue (7)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
2026$0$0$1,047,060-$28,969,282$4,133,784-$2,533,173$33.67$212.80-$58,564,000$955,224,000
2025$16,953,390-$128,560,012$39,082,244$46,550,767$7,469,632-$28,964$70$169-$5,227,000$759,249,000
2024
$3,600
$97,396,301
$0$0$8,588,639$10,470,781
$68
$133
-$424,174,000
$579,906,000
2023
$3,600
-$57,377,922
$0$0
$5,209,815
-$3,681,571
$48$88-$172,311,000$424,336,000
2022
$27,289,978
$146,867,481
$0$0
$3,956,318
$26,962,513
$62$105-$155,138,000$252,653,000
       
Company Selected Measure Name Total Revenue        
Named Executive Officers, Footnote During fiscal years 2022, 2023, 2024, 2025, and 2026, our PEO and non-PEO NEOs were as follows:
YearPEO (CEO)Non-PEO NEOs
2026William StaplesJessica Ross, Robin Schulman, Sivaprasad Padisetty, Ian Steward, James Shen, Brian Robins, Sabrina Farmer
2025Sytse Sijbrandij,Brian Robins, Robin Schulman, Sabrina Farmer, Chris Weber
William Staples
2024
Sytse Sijbrandij
Michael McBride, Brian Robins, Robin Schulman, Chris Weber
2023Sytse SijbrandijMichael McBride, Brian Robins, Robin Schulman, Eric Johnson
2022Sytse SijbrandijMichael McBride, Eric Johnson
       
Peer Group Issuers, Footnote The peer group used for this purpose is the S&P Information Technology Sector.        
Adjustment To PEO Compensation, Footnote The dollar amounts reported in column (c), (e) and (g) represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs in each respective year. The dollar amounts do not reflect the actual amount of compensation earned or received during the applicable fiscal year. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation of our PEO and non-PEO NEOs for each year to determine the “compensation actually paid” to him or her:
PEO (Staples)
2026
Summary Compensation Table - Total Compensation$1,047,060
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year$0
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$0
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years-$27,151,126
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$0
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year-$2,865,216
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year$0
=Compensation Actually Paid-$28,969,282
Non-PEO NEO Average
2026
Summary Compensation Table - Total Compensation$4,133,784
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year-$3,752,700
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$1,271,181
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years-$486,478
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$320,860
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year-$1,032,257
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year-$2,987,561
=Compensation Actually Paid-$2,533,173
No dividends were paid during fiscal years 2022, 2023, 2024, 2025, and 2026 and GitLab does not maintain any pension plans, so there was no change in pension values during fiscal years 2022, 2023, 2024, 2025, or 2026.
       
Non-PEO NEO Average Total Compensation Amount $ 4,133,784 $ 7,469,632 $ 8,588,639 $ 5,209,815 $ 3,956,318
Non-PEO NEO Average Compensation Actually Paid Amount $ (2,533,173) (28,964) 10,470,781 (3,681,571) 26,962,513
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (c), (e) and (g) represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs in each respective year. The dollar amounts do not reflect the actual amount of compensation earned or received during the applicable fiscal year. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation of our PEO and non-PEO NEOs for each year to determine the “compensation actually paid” to him or her:
PEO (Staples)
2026
Summary Compensation Table - Total Compensation$1,047,060
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year$0
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$0
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years-$27,151,126
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$0
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year-$2,865,216
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year$0
=Compensation Actually Paid-$28,969,282
Non-PEO NEO Average
2026
Summary Compensation Table - Total Compensation$4,133,784
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year-$3,752,700
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$1,271,181
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years-$486,478
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$320,860
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year-$1,032,257
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year-$2,987,561
=Compensation Actually Paid-$2,533,173
No dividends were paid during fiscal years 2022, 2023, 2024, 2025, and 2026 and GitLab does not maintain any pension plans, so there was no change in pension values during fiscal years 2022, 2023, 2024, 2025, or 2026.
       
Compensation Actually Paid vs. Total Shareholder Return
The following graph illustrates the relationship between compensation actually paid to our PEO and our non-PEO NEOs and our TSR for the period presented in the Pay-Versus-Performance table.
PvP Table 1.jpg
       
Compensation Actually Paid vs. Net Income
The following graph illustrates the relationship between compensation actually paid to our PEO and our non-PEO NEOs and our net income for the period presented in the Pay-Versus-Performance table. In fiscal year 2026, as a high-growth company, GitLab emphasized revenue growth as a performance measure. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program in fiscal year 2026. Given this, we do not believe there is any meaningful relationship between our net income (loss) and compensation actually paid to our named executive officers during the periods presented.
PvP Table 2.jpg
       
Compensation Actually Paid vs. Company Selected Measure
PvP Table 3.jpg
       
Total Shareholder Return Vs Peer Group PvP Table 1.jpg        
Tabular List, Table
Company Performance Metrics
Revenue
Non-GAAP Operating Income
       
Total Shareholder Return Amount $ 33.67 70 68 48 62
Peer Group Total Shareholder Return Amount 212.8 169 133 88 105
Net Income (Loss) $ (58,564,000) $ (5,227,000) $ (424,174,000) $ (172,311,000) $ (155,138,000)
Company Selected Measure Amount 955,224,000 759,249,000 579,906,000 424,336,000 252,653,000
PEO Name William Staples   Sytse Sijbrandij Sytse Sijbrandij Sytse Sijbrandij
Additional 402(v) Disclosure The dollar amounts reported in columns (b), (d) and (f) are the amounts reported for our PEO and the average of our non-PEO NEOs, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table.Company and Peer Group total shareholder return assume a $100 investment based on closing prices on October 13, 2021 (the date of our initial public offering) through the end of the listed fiscal year, assuming reinvestment of dividends, where applicable.Represents GitLab’s Net Loss Attributable to GitLab, as reported in GitLab’s audited financial statements for the applicable fiscal year.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Non-GAAP Measure Description The Company-Selected Metric is Total Revenue, as reported in GitLab’s audited financial statements for the applicable fiscal year.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Non-GAAP Operating Income        
William Staples [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 1,047,060 $ 39,082,244      
PEO Actually Paid Compensation Amount (28,969,282) $ 46,550,767      
PEO Name   William Staples      
Sytse Sijbrandij [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 16,953,390 $ 3,600 $ 3,600 $ 27,289,978
PEO Actually Paid Compensation Amount   $ (128,560,012) $ 97,396,301 $ (57,377,922) $ 146,867,481
PEO Name   Sytse Sijbrandij,      
PEO | William Staples [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | William Staples [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | William Staples [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (27,151,126)        
PEO | William Staples [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | William Staples [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,865,216)        
PEO | William Staples [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,752,700)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,271,181        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (486,478)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 320,860        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,032,257)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,987,561)        
v3.26.1
Recovery of Erroneously Awarded Compensation
3 Months Ended
Jan. 31, 2026
Restatement Determination Date:: 2026-01-31  
Erroneously Awarded Compensation Recovery  
Restatement does not require Recovery The CLDC of our board of directors, consisting entirely of independent directors, conducted a recovery analysis of incentive-based compensation received by our executive officers during the relevant period, as contemplated by Rule 10D-1 under the Exchange Act and in accordance with our Recovery Policy. Based on this analysis, no recovery of incentive-based compensation is required, as the financial statement adjustments did not impact the metrics used to determine incentive compensation during the relevant recovery period, and thus there was no erroneously awarded compensation.
v3.26.1
Award Timing Disclosure
12 Months Ended
Jan. 31, 2026
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted in the future, we would not grant such options in anticipation of the release of or when in possession of material nonpublic information that is likely to result in changes to the price of our Class A common stock. In addition, we generally do not grant equity awards (none of which include an exercise price related to the market price of our Class A common stock on the date of grant) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
During fiscal year 2026, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method
We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted in the future, we would not grant such options in anticipation of the release of or when in possession of material nonpublic information that is likely to result in changes to the price of our Class A common stock. In addition, we generally do not grant equity awards (none of which include an exercise price related to the market price of our Class A common stock on the date of grant) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered If stock options were to be granted in the future, we would not grant such options in anticipation of the release of or when in possession of material nonpublic information that is likely to result in changes to the price of our Class A common stock. In addition, we generally do not grant equity awards (none of which include an exercise price related to the market price of our Class A common stock on the date of grant) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Jan. 31, 2026
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true