The GitLab Foundation seeks to build and maintain a strong, supportive board of directors that ensures the organization delivers upon its mission. This document outlines our approach to recruiting a qualified, engaged set of board members to govern the foundation.

Board Terms

As outlined in our bylaws, GitLab Foundation board members serve for three-year terms and the Foundation may have up to 9 board members. One board seat is permanent (the Foundation President and CEO), and the terms of the others will be structured as follows:

1. Two board seats with terms ending in 2024
2. Two board seats with terms ending in 2025
3. Two board seats with terms ending in 2026

With this term structure, board members will be regularly re-nominated or rotated, giving annual opportunities to revisit board composition to meet the organization's changing needs. Each year, two board seats will come up for review and re-nomination of current board members or recruitment of new board members.

Needs Assessment

Board seat review begins with an assessment of current board composition, and agreement by the Governance Committee of the skills and attributes desired to support the Foundation over the next 3-5 years. This assessment may result in a recommendation for re-nomination of current board members, or recruitment of new board members.

Board Member Recruitment

If the Governance Committee recommends recruiting one or more new board members, a prospective candidate profile will be developed, including required and preferred qualifications and characteristics. Key criteria will include:

1. Professional or personal expertise that would contribute to the Foundation’s mission and governance
2. Relationships that could enhance the Foundation’s visibility, influence, and network
3. Diversity of identities, backgrounds, and experiences to contribute a variety of perspectives to the Foundation’s work and reflect different aspects of the communities we seek to serve
4. The willingness and ability to invest time and prioritize board meeting attendance, materials review, committee work, and periodic 1:1 meetings with the Foundation CEO
5. Demonstrated alignment to the values and mission of the GitLab Foundation, high ethical standards, and integrity

Using the prospective candidate profile, the CEO and Board Chair will solicit input from other board members and develop and prioritize a list of board prospects.

Prospective board members will be invited to learn about the Foundation and board member expectations (including review of the board member job description) through a series of interviews with Governance Committee and staff members. The Governance Committee will assess the prospect’s interest, ability to meet board member expectations, and match to desired qualifications and characteristics.

At the final stage, the Governance Committee will align on its top candidate(s) and confirm whether they would be willing to serve if nominated and elected.

Nomination

Each year, at the March board meeting, the Governance Committee proposes filling board seats through a combination of new member nominations and/or re-nominations of incumbent board members. The board Chair proposes the slate, and the board votes to approve or reject the nominations. All votes will be captured in the meeting minutes.