Executive

Exercises powers of the Board of Directors as to matters that arise and must be dealt with between regularly scheduled Board meetings when it is not feasible to convene the Board. Specifically, the Executive Committee:

1. Acts as a sounding board for the President & CEO
2. Conducts final interviews and nominates prospective board members
3. Determines composition of Board committees

Annual Timing: As needed

Chair: Sid Sijbrandij

Members: Ellie Bertani, Caroline Whistler

Foundation support: Elicia Wilson

Governance

Responsible for oversight of the Foundation’s corporate governance and bylaws as well as member recruitment, renewals, and training, evaluation of the board and the annual performance review of the President & CEO. Specifically, the Governance Committee:

1. Reviews the processes and policies affecting the GitLab Foundation’s corporate governance and bylaws and makes or recommends changes to the Board
2. Develops board member candidate criteria, interviews prospective board members, and advances final candidates to Executive Committee
3. Conducts the annual performance review of the President & CEO
4. Oversees a self-evaluation of the Board once every year before the end of the fiscal year (January) and shares a report-out with the Board in March
5. Advises Foundation staff on governance-related matters and practices

Annual Timing: January, May, September

Chair: Robin Schulman

Members: Freddy Vega

Foundation Support: Elicia Wilson

Finance

Serves as GitLab Foundation’s financial steward by providing financial oversight of the organization. The Finance Committee must comprise at least two board members. Specifically, the finance committee:

1. Reviews the organizational annual budget and presents to the board for approval
2. Oversees financial reporting, including quarterly financial reports, the annual IRS Form 990, and other required tax filings, as needed
3. Ensures the organization has the cash reserves, funds and investments necessary for long-term success
4. Ensures the assets of the organization are properly maintained

Annual Timing

• Attend quarterly meetings to review the financial statements in advance of scheduled board meetings
  • March: Committee Meeting (2 weeks before board meeting)
  • May: Committee Meeting (2 weeks before board meeting)
  • June: Committee Meeting (2 weeks before board meeting)
  • September: Committee Meeting (2 weeks before board meeting)
• Review 990 prior to filing (June 15)
• Review & approve annual budget (December)

Chair: Caroline Whistler, Treasurer

Members: Rahim Fazal

Foundation support: Tracy Cude

Audit

Provides accountability for GitLab Foundation’s annual independent audit. The Audit Committee may comprise one or more persons and may include persons other than a board of director. Specifically, the audit committee:

1. Is not involved in the organization's daily accounting functions
2. Oversees the independent audit process, including:
   1. Make recommendations to the Board regarding the hiring and termination of an auditor, who shall be an independent certified public accountant and ensure ensure that the auditor’s firm adheres to the standards for auditor independence
   2. Negotiate the auditor’s compensation, if so requested by the board
   3. Confer with the auditor to ensure the Corporation’s financial affairs are in order
   4. Review and determine whether to accept the audit
   5. Ask questions of foundation staff and auditors (in terms of process, policies and procedures implemented)
   6. Ensure that recommendations made by the auditor, perhaps in statements that appear in the auditor's letter to management, are implemented or considered
3. GitLab Foundation staff will interview and obtain proposals from audit firms to share with the audit committee and work directly with auditors to provide all required documents, policies, etc. needed for the audit; the audit committee supervises the process.

Annual timing:

• December: Sign engagement letter with auditor for fiscal year
• March/April: Audit begins (join kick-off meeting)
• June: Present audited financial statements to GitLab Foundation Board for approval

Chair: Brian Robins

Foundation support: Tracy Cude