The GitLab Foundation seeks to build and maintain a strong, supportive board of directors that ensures the organization delivers upon its mission. Under the Foundation’s bylaws, GitLab Inc. serves as the sole Member and holds specific powers to elect and remove directors, fill any board vacancies, and determine the total number of board seats within the bylaw-defined range. This document outlines the Foundation’s approach to recruiting a qualified, engaged board of directors to govern the Foundation and support its mission-driven work.

Board Terms

As outlined in our bylaws, board members serve three-year terms. The Foundation may have up to nine board members: one permanent seat (President & CEO) and up to eight rotating seats. Two rotating seats expire each year to support ongoing evaluation of board composition and strategic recruitment.

Annual Process

Non-GitLab-Affiliated Board Candidates

1. Needs Assessment: The Governance Committee reviews current board composition and identifies skills and attributes needed to support the Foundation's strategic direction over the next 3-5 years. This assessment determines whether to re-nominate current board members or recruit new members.
2. Candidate Profile development: If recruiting new board members, the Governance Committee develops a candidate profile with required and preferred qualifications. Key selection criteria 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
3. Candidate Sourcing and Outreach: The CEO and Board Chair solicit recommendations from current board members and other advisors and develop a prioritized list of prospects based on the candidate profile. Top prospects are invited to learn about the Foundation and board expectations.
4. Interview Process: Prospective board members participate in conversations with Governance Committee members, other board members if useful, and staff to learn about the Foundation, review the board member job description, discuss board expectations and time commitments, and assess mutual fit and interest.
5. Selection: The Governance Committee assesses each prospect's interest, qualifications, and ability to meet expectations. The Committee then aligns on top candidate(s), confirms their willingness to serve if nominated and elected, and presents the nomination to the Member and the full board for vote.
6. Nomination and Approval: Under the Foundation's Bylaws, the GitLab Member is responsible for appointing board members. The Foundation follows this process to facilitate appointments:
   1. The President & CEO presents the candidate to the GitLab Member representative for initial consent/approval.
   2. Upon receiving the representative's consent, the Governance Committee presents the nominee to the full Foundation board for an endorsement vote.
   3. Following board endorsement, the President & CEO notifies the candidate and formalizes the appointment via board meeting minutes of written resolution.

GitLab Representatives

1. Identification: GitLab Foundation representatives confer with the GitLab Inc. CEO and Member representative to identify a candidate who meets all of the following criteria:
   • Trusted by GitLab Inc. CEO and Leadership: credible and values-aligned voice within the company.
   • Executive-Level Strategic Leadership: senior leader able to represent GitLab’s priorities to the Foundation board.
   • Mission and Values Alignment: understands and aligns with the Foundation’s mission and CREDIT values.
   • Bandwidth: able to commit time to board responsibilities.
   • Note: the nominee may complete a departing GitLab representative's term, if applicable, or be recommended for a new term.
2. Outreach: President & CEO and/or Board Chair contacts the nominee to gauge interest.
3. Conversations: If interested, the nominee meets with the Foundation President & CEO and members of the Governance Committee.
4. Documentation: All interview questions, notes, and feedback are captured in a single shared Google Doc.
5. Nomination and Approval: Under the Foundation's Bylaws, the GitLab Member is responsible for appointing board members. The Foundation follows this process to facilitate appointments:
   1. The President & CEO presents the candidate to the GitLab Member representative for initial consent/approval.
   2. Upon receiving the representative's consent, the Governance Committee presents the nominee to the full Foundation board for an endorsement vote.
   3. Following board endorsement, the President & CEO notifies the candidate and formalizes the appointment via board meeting minutes of written resolution.

Board Member Onboarding

Before the new board member attends their first board meeting, the COO will create an orientation guide and schedule an introductory meeting to ensure a smooth and informed transition. The President & CEO will also establish a regular 1:1 meeting cadence with the new board member, based on his/her preferences, to build rapport and provide context ahead of the first board meeting.