DEF 14A of CrowdStrike Holdings, Inc.
Filed May 5, 2026 · FY20260001104659-26-055599
Proposal 1 Election of Directors
Proposal 1 Election of Directors The Board of Directors of CrowdStrike Holdings, Inc. (the “Board”) is divided into three classes, designated as Class I, Class II and Class III. Each class consists, as nearly as practicable, of one-third of the total number of directors constituting the entire Board, and each class has a three-year term. One class of directors is elected by the stockholders at each annual meeting to serve from the time of their election until the third annual meeting of stockholders following their election. Each director’s term shall continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any additional directorships resulting from an increase in the number of authorized directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The Board currently has nine members. The Board has nominated Johanna Flower and Denis J. O’Leary for election as Class I directors at the Annual Meeting. Each of the two nominees is currently a director of CrowdStrike. The nominees were recommended for election by the Nominating and Corporate Governance Committee of the Board and the Board has approved such recommendation. If elected at the Annual Meeting, the nominees would serve until the 2029 annual meeting and until their respective successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present online at the meeting or represented by proxy and entitled to vote on the election of directors. The nominees receiving the highest number of “FOR” votes will be elected.
Proposal 1 Election of Directors
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE. |
Proposal 1 Election of Directors
Skills and Experience The matrix below summarizes key qualifications, skills, or attributes relevant to the decision to nominate candidates to serve on the Board. A mark indicates a specific notable area of focus or expertise. Not having a mark does not mean the director does not possess that qualification or skill. The biographies of our current directors below describe each director’s background and relevant experience in more detail. Class I and Continuing Directors The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of the Class I directors. In addition, following the biographies of the Class I directors are the biographies of Class II and Class III directors, containing information regarding each director continuing to serve on the Board. Class I Directors Whose Terms Expire at the 2026 Annual Meeting
Proposal 1 Election of Directors
| Age 51 Director Since January 2023 | Johanna Flower Background ➢ From January 2022 to November 2022, Ms. Flower served as CrowdStrike’s Chief Marketing Officer, a role she previously held from November 2014 to August 2020. ➢ From June 2000 to June 2014, Ms. Flower served in various executive roles at Websense Inc., a cybersecurity software company now known as Forcepoint, LLC, where she served most recently as Senior Vice President and Chief Marketing Officer. ➢ Ms. Flower currently serves on the board of directors of Freshworks, Inc., a provider of modern Software-as-a-Service products, and several privately held companies. ➢ Ms. Flower previously served on the board of directors of ForgeRock, Inc., a digital identity technology company. Education Ms. Flower holds a B.A. in Business Administration from the University of Brighton, United Kingdom. Qualifications Ms. Flower brings to the Board extensive cybersecurity, go-to-market and modern governance experience, and knowledge of our company. |
Proposal 1 Election of Directors
| Age 69 Director Since December 2011 Nominating and Corporate Governance Committee | Denis J. O’Leary Background ➢ Mr. O’Leary has been a private investor since January 2016. ➢ From September 2009 to February 2016, he served as co-managing partner of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations. ➢ From June 1978 to April 2003, Mr. O’Leary was with JPM Chase & Co., an investment bank and financial services company, where he served in various executive roles, including Corporate Treasurer, CIO, and Head of Retail and Small Business Banking. ➢ Mr. O’Leary previously served as a director and chairman of the board of directors of Fiserv, Inc., a public provider of financial services technology and as a member of the board of directors of Ventiv, Inc., a privately held software company. Education Mr. O’Leary holds a B.A. in Economics from the University of Rochester and an MBA from New York University. Qualifications Mr. O’Leary brings to the Board and the Nominating and Corporate Governance Committee extensive investment and financial experience, executive experience with global businesses, and knowledge of our company. |
Proposal 1 Election of Directors
| Age 72 Director Since December 2017 Audit Committee | Godfrey R. Sullivan Background ➢ From September 2008 to November 2015, he served as President and Chief Executive Officer of Splunk, Inc., a provider of machine data analytics software, and served on the board of directors of Splunk, Inc. from 2011 to 2019. ➢ From 2001 to 2004 he served as President and Chief Operating Officer, and from 2004 to 2007 as President, Chief Executive Officer and a member of the board of directors of Hyperion Solutions, an enterprise financial analytics company. ➢ Mr. Sullivan currently serves on the board of directors of GitLab, Inc., a DevOps software company. ➢ He previously served on the board of directors of Marqeta, Inc., a modern card issuing company; Citrix Systems, Inc., an enterprise software company; Informatica Corporation, an enterprise data management company; People.ai, a privately held Al revenue intelligence platform company; and RingCentral, Inc., a provider of cloud-based communications and collaboration solutions. Education Mr. Sullivan holds a B.B.A. from Baylor University. Qualifications The Board believes Mr. Sullivan’s perspective and experience as a former chief executive officer of other publicly traded companies and his experience as an executive and as a member of the board of directors of other companies in the enterprise software industry benefit the Board and the Audit Committee. |
Proposal 1 Election of Directors
Continuing Directors CrowdStrike has six other directors who will continue in office after the Annual Meeting with terms expiring in 2027 and 2028. The following includes a brief biography of each continuing director with terms expiring as shown, with each biography including information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the applicable director should serve as a member of our Board. Class II Directors Continuing in Office Until the 2027 Annual Meeting
Proposal 1 Election of Directors
| Age 65 Director Since September 2018 Chair Audit Committee; Compensation Committee | Roxanne S. Austin Background ➢ Ms. Austin has served as President of Austin Investment Advisors, a private investment and consulting firm, since January 2004. Ms. Austin also served as chair of the U.S. Mid-Market Investment Advisory Committee of EQT Partners, a private equity group, from 2017 – 2023. ➢ Ms. Austin currently serves on the boards of directors of AbbVie Inc., a biopharmaceutical company; Freshworks, Inc., a provider of modern Software-as-a-Service products; and Verizon Communications, a telecommunications company. ➢ She previously served on the board of directors of Abbott Laboratories, a provider of pharmaceuticals, medical devices and nutritional products; Teledyne Technologies Incorporated, an industrial conglomerate; LM Ericsson Telephone Company, a networking and telecommunications company; and Target Corporation, a department store retailer. Education Ms. Austin holds a B.B.A. in Accounting from the University of Texas at San Antonio. Ms. Austin is a member of the California State Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Qualifications Ms. Austin’s extensive management and operating experience with global companies in innovative industries, financial expertise including financial statements, corporate finance and accounting matters, and corporate governance experience make her instrumental to our Board, Audit Committee and Compensation Committee. |
Proposal 1 Election of Directors
| Age 60 Director Since August 2013 Compensation Committee; Transaction Committee | Sameer K. Gandhi Background ➢ Mr. Gandhi is currently a partner at Accel, a venture capital firm he joined in June 2008, focusing on consumer, cloud/SaaS and media companies. ➢ He is responsible for Accel’s investments in Spotify, Dropbox, Flipkart and Venmo, among others throughout his 25 years of investing. ➢ Mr. Gandhi currently serves on the board of Freshworks, Inc., a provider of modern Software-as-a-Service products, as well as on the boards of several privately held companies. Education Mr. Gandhi has a B.S. in Electrical Engineering and an M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology, and an MBA from the Stanford Graduate School of Business. Qualifications The Board believes Mr. Gandhi’s extensive knowledge of our company and his experience as an investor, including more than 25 years of investing experience in cybersecurity companies and other technology and media companies that have significant worldwide operations, bring specific expertise to the Board, the Compensation Committee and the Transaction Committee. |
Proposal 1 Election of Directors
| Age 65 Director Since April 2012 Audit Committee; Nominating and Corporate Governance Committee; Transaction Committee | Gerhard Watzinger Background ➢ From April 2013 to September 2013, he served as the Chief Executive Officer for IGATE Corporation, an IT services company. ➢ Mr. Watzinger served as the Executive Vice President for Corporate Strategy and Mergers & Acquisitions of the McAfee business unit of Intel Corporation (“Intel”) a designer and manufacturer of digital technology platforms, until his resignation in March 2012. ➢ Mr. Watzinger joined Intel in February 2011 upon Intel’s acquisition of McAfee. ➢ Mr. Watzinger joined McAfee in November 2007 upon McAfee’s acquisition of SafeBoot Corporation, a global leader in data protection software, where he served as Chief Executive Officer from February 2004 to November 2007. ➢ He currently serves on the board of directors of Invicti Security, an application security company; NinjaOne, an IT management company; and KnowBe4, Inc., a security awareness training company. ➢ He previously served on the board of directors of Mastech Digital, Inc., a digital transformation and information technology services company; TeleSign, a digital identity company; and Absolute Software Corporation, a persistent software company. Education Mr. Watzinger holds an advanced degree in Computer Science from the University of Applied Sciences in Munich. Qualifications Mr. Watzinger brings to the Board, the Audit Committee, the Nominating and Corporate Governance Committee and the Transaction Committee deep operational expertise in the cybersecurity and IT industries, including experience as a chief executive officer and board member of several information technology companies, as well as extensive perspective and operational insight as our current Chairman. |
Proposal 1 Election of Directors
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Proposal 1 Election of Directors
| Age 59 Director Since July 2013 Chair Compensation Committee | Cary J. Davis Background ➢ Mr. Davis is a Managing Director at Warburg Pincus, which he joined in October 1994, where he focuses on investments in the software and financial technology sectors. ➢ Prior to joining Warburg Pincus, he was Executive Assistant to Michael Dell at Dell Inc., a multinational computer technology company, and a consultant at McKinsey & Company, a worldwide management consulting firm. ➢ Mr. Davis currently serves on the boards of directors of Clearwater Analytics Holdings, Inc., a Software-as-a-Service investment data platform company, and several privately held companies. ➢ Mr. Davis previously served on the board of directors of Cyren, a cybersecurity company. Education Mr. Davis holds a B.A. in Economics from Yale University and an MBA from Harvard Business School. Qualifications Mr. Davis brings to the Board and the Compensation Committee extensive business and investment expertise and his knowledge of our company and our industry. |
Proposal 1 Election of Directors
| Age 55 Director Since November 2011 Chair Transaction Committee | George Kurtz Background Mr. Kurtz is our founder and has served as our Chief Executive Officer, President and a member of our board of directors since November 2011. ➢ From October 2004 to October 2011, Mr. Kurtz served in executive roles at McAfee, Inc., a security technology company, including as Executive Vice President and Worldwide Chief Technology Officer from October 2009 to October 2011. ➢ In October 1999, Mr. Kurtz founded Foundstone, Inc., a security technology company, where he served as its Chief Executive Officer until it was acquired by McAfee, Inc. in October 2004. ➢ Since November 2017, he has also served as Chairman and as a board member for the CrowdStrike Foundation, a nonprofit established to support the next generation of talent and research in cybersecurity and artificial intelligence through grants and other activities. ➢ He served on the board of directors of Hewlett Packard Enterprise, an enterprise information technology company from June 2019 until April 2023. Education Mr. Kurtz holds a B.S. in Accounting from Seton Hall University. Mr. Kurtz also holds a CPA license from the State of New Jersey with an inactive status. Qualifications The Board believes Mr. Kurtz provides valuable insight to the Board and the Transaction Committee as a security industry pioneer with more than 30 years of experience in the security space, a technology business leader, and as an accomplished entrepreneur who has accumulated extensive perspective, operational insight, and expertise as our founder, Chief Executive Officer and President. |
Proposal 1 Election of Directors
| Age 62 Director Since November 2020 Chair Nominating and Corporate Governance Committee | Laura J. Schumacher Background ➢ From December 2018 to December 2022, Ms. Schumacher served as the Vice Chairman, External Affairs and Chief Legal Officer of AbbVie, Inc. ➢ Prior to that, Ms. Schumacher served as Executive Vice President, External Affairs, General Counsel and Corporate Secretary of AbbVie, Inc. ➢ Prior to AbbVie’s separation from Abbott Laboratories, Ms. Schumacher served in various leadership positions at Abbott, including as Executive Vice President, General Counsel from 2007 to 2012. ➢ Ms. Schumacher currently serves on the board of directors of General Dynamics Corporation, a global aerospace and defense company; the Board of Trustees for Ronald McDonald House Charities; and the Notre Dame College of Science Advisory Board. Education Ms. Schumacher holds a B.B.A. from the University of Notre Dame and a J.D. from the University of Wisconsin at Madison. Qualifications Ms. Schumacher brings to the Board and Nominating and Corporate Governance Committee extensive experience with respect to risk management and the types of legal and regulatory risks facing public companies, as well as an important understanding of corporate governance matters and complex corporate transactions. |
Information Regarding the Board of Directors and Corporate Governance
Information Regarding the Board of Directors and Corporate Governance Corporate Governance Highlights
Information Regarding the Board of Directors and Corporate Governance
| One share, one vote (dual class structure was sunset in fiscal 2025) 100% independent Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee Independent Chair of the Board Board composed of 89% independent directors Regular executive sessions of independent directors Rigorous director selection and evaluation process Annual Board and committee evaluations | Annual review of committee charters and governance guidelines Board continuing education program Robust stockholder engagement program Stock ownership guidelines for directors and executive officers Restrictions on hedging and pledging of CrowdStrike securities Clawback policy Active management of director conflicts of interest |
Information Regarding the Board of Directors and Corporate Governance
Independence of the Board of Directors As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board. Our Board consults with CrowdStrike’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Under the rules of Nasdaq, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees must be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Additionally, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the board of directors or a committee of the board, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries. Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships and as a result of this review, our Board determined that each of Roxanne S. Austin, Cary J. Davis, Johanna Flower, Sameer K. Gandhi, Denis J. O’Leary, Laura J. Schumacher, Godfrey R. Sullivan, and Gerhard Watzinger, representing eight of our nine directors, does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Board Leadership Structure Our Board has an independent Chair, Mr. Watzinger, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, as well as the authority to call special meetings of the stockholders. Accordingly, the Chair of the Board has substantial ability to shape the work of the Board. We believe that separation of the positions of the Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, we believe that having an independent Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, we believe that having an independent Chair can enhance the effectiveness of the Board as a whole. We believe that the leadership structure of our Board, including Mr. Watzinger’s role as Chair, as well as the strong independent committees of our Board, is appropriate and enhances our Board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders. Role of the Board in Risk Oversight Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, cybersecurity, legal and compliance, and reputational risks, in the pursuit and achievement of our strategic objectives. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day oversight and management of strategic, operational, legal and compliance, cybersecurity, and financial risks, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of our risk management framework, which is designed to identify, assess, and manage risks to which our Company is exposed, as well as foster a corporate culture of integrity. Consistent with this approach, our Board regularly reviews our strategic and operational risks in the context of discussions with management, question and answer sessions, and reports from the management team at each regular board meeting. Our Board also receives regular reports on all significant committee activities at each regular board meeting and evaluates the risks inherent in significant transactions. In addition, our Board has tasked designated standing committees with oversight of certain categories of risk management. Our Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk assessment and risk management, including the Company’s policies and practices pertaining to financial accounting, investment, tax, and privacy and cybersecurity matters, and discusses with management, our internal audit function and our independent auditor the Company’s major financial risk exposures. Our Compensation Committee reviews and assesses risks arising from the Company’s employee compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on the Company. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines and policies. Our Transaction Committee reviews and evaluates certain risks related to potential acquisitions of businesses, entities or technologies. Our Board believes its current leadership structure supports the risk oversight function of the Board. Family Relationships There are no family relationships among the directors and executive officers. Meetings of the Board of Directors The Board met nine times during fiscal 2026. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served that were held during the portion of the last fiscal year for which he or she was a director or committee member. We do not currently have a policy relating to director attendance, but the Company’s directors are encouraged to attend our annual meetings of stockholders. All of our then-directors attended our 2025 Annual Meeting of Stockholders. Information Regarding Committees of the Board of Directors The Board has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Transaction Committee.
Information Regarding the Board of Directors and Corporate Governance
Each such committee has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meets the applicable Nasdaq rules and regulations regarding “independence” and that each member is free of any relationship that would impair that member’s individual exercise of independent judgment with regard to the Company. The Board has also determined that each Audit Committee member meets the applicable rules for financial literacy under the rules and regulations of Nasdaq and the SEC and that Roxanne S. Austin qualifies as an “Audit Committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirements of Nasdaq.
Information Regarding the Board of Directors and Corporate Governance
| Audit Committee | Meetings in FY2026: 8 | | Members | | | ➢ Roxanne S. Austin, Chair ➢ Godfrey R. Sullivan ➢ Gerhard Watzinger | Our Audit Committee is comprised of Roxanne S. Austin, Godfrey R. Sullivan, and Gerhard Watzinger, each of whom meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations. | | Principal Responsibilities | | | The Audit Committee is responsible for, among other things: | | | • selecting and hiring our independent registered public accounting firm; | | | • evaluating the performance and independence of our registered public accounting firm; | | | • approving the audit and pre-approving any non-audit services to be performed by our registered public accounting firm; | | | • reviewing the integrity of our financial statements and related disclosures and reviewing our critical accounting policies and practices; | | | • reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures; | | | • discussing with management and, as applicable, our independent registered public accounting firm, our disclosure controls and procedures over sustainability reporting data and disclosures; | | | • evaluating the performance of our internal audit function; | | | • overseeing procedures for the treatment of complaints on accounting, internal accounting controls or audit matters; | | | • reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports; | | | • establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters; | | | • assessing and managing risks, including with respect to financial accounting, investment, tax, and privacy and cybersecurity matters; | | | • reviewing and approving in advance any proposed related-person transactions; and | | | • preparing the Audit Committee report that the SEC requires in our annual proxy statement. | | | Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our Audit Committee is available on our website at ir.crowdstrike.com. | |
Information Regarding the Board of Directors and Corporate Governance
Report of the Audit Committee of the Board of Directors The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended January 31, 2026 with management of the Company. The Audit Committee has discussed with the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026. Respectfully submitted by the members of the Audit Committee of the Board. Roxanne S. Austin Godfrey R. Sullivan Gerhard Watzinger This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
Information Regarding the Board of Directors and Corporate Governance
| Compensation Committee | Meetings in FY2026: 15 | | Members | | | ➢ Cary J. Davis, Chair ➢ Roxanne S. Austin ➢ Sameer K. Gandhi | Our Compensation Committee is comprised of Cary J. Davis, Roxanne S. Austin and Sameer K. Gandhi, each of whom meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. | | Principal Responsibilities | | | The Compensation Committee is responsible for, among other things: • determining, or recommending to the board for determination, the compensation of our executive officers, including our Chief Executive Officer; • overseeing and setting compensation for the members of our Board; • administering our equity compensation plans; • reviewing matters related to human capital resources, including employee development, engagement and well-being; • overseeing our overall compensation policies and practices, compensation plans, and benefits programs; • reviewing and administering our Clawback Policy; and • reviewing management succession planning. | | | In addition, the Compensation Committee reviews with management the Company’s Executive Compensation Discussion and Analysis. | | | Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our Compensation Committee is available on our website at ir.crowdstrike.com. | | | The Compensation Committee has also delegated authority to our Chief Executive Officer and Chief Financial Officer to grant equity awards to employees subject to certain limitations established from time to time by the Compensation Committee. | |
Information Regarding the Board of Directors and Corporate Governance
Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves or served during fiscal 2026 as a director or member of the compensation committee (or other board committee performing equivalent functions) of any entity that has or had, at the relevant time, one or more executive officers serving on our Compensation Committee or our Board.
Information Regarding the Board of Directors and Corporate Governance
| Nominating and Corporate Governance Committee | Meetings in FY2026: 4 | | Members | | | ➢ Laura J. Schumacher, Chair ➢ Denis J. O’Leary ➢ Gerhard Watzinger | Our Nominating and Corporate Governance Committee is comprised of Laura J. Schumacher, Denis J. O’Leary and Gerhard Watzinger, each of whom meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations. | | Principal Responsibilities | | | The Nominating and Corporate Governance Committee is responsible for, among other things: • evaluating and making recommendations regarding the composition, organization and governance of our Board and its committees; • reviewing and making recommendations with regard to any proposed material changes to our Charter and Bylaws; • reviewing and making recommendations with regard to our corporate governance guidelines; • reviewing conflicts of interest of our directors and corporate officers and proposed waivers of our corporate governance guidelines and our code of business conducts and ethics; • reviewing our sustainability policies, programs and progress to support the sustainable growth of our business; • reviewing our stockholder engagement efforts; and • evaluating the performance of our Board and of our committees. | | | Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable Nasdaq listing standards. A copy of the charter for our Nominating and Corporate Governance Committee is available on our website at ir.crowdstrike.com. | |
Information Regarding the Board of Directors and Corporate Governance
Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods to identify and evaluate director nominees. In its evaluation of director candidates, our Nominating and Corporate Governance Committee considers the current size and composition, organization and governance of our Board and the needs of our Board and the respective committees of our Board. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, integrity, judgment, business experience and diversity, and with respect to diversity, such factors as differences in professional background, education, skill and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board, potential conflicts of interest and other commitments. Nominees must also have the highest personal and professional ethics and the ability to offer advice and guidance to our Chief Executive Officer and other members of management based on proven achievement and leadership in the companies or institutions with which they are affiliated. Director candidates must understand the fiduciary responsibilities that are required of a member of our Board and have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all Board and committee responsibilities. Members of our Board are expected to prepare for, attend and participate in all Board and applicable committee meetings. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our Board conducts an annual evaluation of the performance of individual directors, the Board as a whole, and each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, including an evaluation of the qualifications of individual members of the Board and such committees. The evaluation is conducted with the individual participation of each director. The results of the evaluation and any recommendations for improvement are provided orally to our Board and such committees of the Board either by the Chair of the Board or our outside counsel. We periodically assess and update our evaluation procedures to promote meaningful feedback. The Nominating and Corporate Governance Committee considers the suitability of each director candidate, including current directors, in light of the current size and composition of our Board. Although we do not maintain a specific policy with respect to board diversity, our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee may take into account the benefits of varied viewpoints. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual director and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for election. Stockholder Nominations to the Board of Directors The Nominating and Corporate Governance Committee will consider director candidates nominated by stockholders so long as such nominations comply with our amended and restated certificate of incorporation (our “Charter”), amended and restated bylaws (our “Bylaws”), and applicable laws, rules and regulations that govern stockholders making nominations. Our Nominating and Corporate Governance Committee will evaluate such candidates in accordance with its charter, our Bylaws and our policies and procedures for director candidates, as well as the regular director nominee criteria described above. There is no difference in the evaluation process of a candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any of the other means described above. This process is designed to ensure that our Board includes members with a variety of backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to nominate a candidate to our Board should contact the Chief Legal Officer — Proxy at CrowdStrike Holdings, Inc., 206 E. 9th Street, Suite 1400, Austin, Texas 78701. To be timely for the 2027 Annual Meeting of Stockholders, nominations must be received by our Chief Legal Officer observing the same deadlines for stockholder proposals discussed below under “Questions and Answers about these Proxy Materials and Voting — When are stockholder proposals and director nominations due for next year’s annual meeting?”
Information Regarding the Board of Directors and Corporate Governance
| Transaction Committee | | | In October 2023, our Board established the Transaction Committee to review, evaluate and approve certain potential acquisitions by the Company of businesses, entities or technologies. The Transaction Committee did not hold any meetings during fiscal 2026. Members of the Transaction Committee are not separately compensated for their service on the Transaction Committee. | | | Members | | | ➢ Sameer K. Gandhi ➢ George Kurtz ➢ Gerhard Watzinger | Our Transaction Committee is comprised of Sameer K. Gandhi, George Kurtz and Gerhard Watzinger. |
Information Regarding the Board of Directors and Corporate Governance
Stockholder Communications with the Board of Directors Our relationship with our stockholders is an important part of our corporate governance program. Engaging with our stockholders helps us to understand how they view us, to set goals and expectations for our performance and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases and our website. Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time. Interested parties wishing to communicate with non-management members of our Board may do so by writing and mailing the correspondence to Chief Legal Officer — Proxy at CrowdStrike Holdings, Inc., 206 E. 9th Street, Suite 1400, Austin, Texas 78701. Each communication should set forth, as relevant (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner. Our legal department, in consultation with appropriate members of our Board as necessary, will review all incoming communications and, if appropriate, such communications will be forwarded to the appropriate member or members of our Board, or if none are specified, to the Chair of our Board. Communications are distributed to the Board, or to any individual director as appropriate depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items which are unrelated to the duties and responsibilities of the Board should be excluded. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request. Every effort has been made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Stockholder Engagement We value the views of our stockholders. We believe stockholder engagement helps us understand stockholder perspectives and priorities and gives us an opportunity to take stockholder viewpoints into account as we review and evolve our practices and disclosures. We initiated our stockholder engagement program in 2021. As part of this process, since our 2025 Annual Meeting of Stockholders, we sought meetings or met with stockholders who collectively represented over 40% of our outstanding shares at the time of outreach, excluding our affiliates. Through this program, our team met with governance professionals from active and passive funds as well as portfolio managers from active funds. Topics discussed included, but were not limited to: Artificial intelligence (“AI”) governance; • Sustainability disclosures; • Executive compensation; • Human capital matters; and • Corporate governance. Senior representatives from CrowdStrike’s human resources, investor relations and legal teams attended these meetings and communicated stockholder feedback to our Board members for them to take into account as appropriate. We expect to continue our engagement program to maintain an open dialogue and ensure that we have an understanding of our stockholders’ perspectives. Aside from our stockholder engagement program, we also engage with stockholders via quarterly earnings calls, equity analyst and investor meetings, investor road shows, industry conferences and company-hosted events. Corporate Governance Guidelines and Code of Business Conduct and Ethics Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, including independence standards, and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are posted on our website at ir.crowdstrike.com. We will post amendments to our Code of Business Conduct and Ethics or any waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website or in filings under the Exchange Act. Insider Trading Policy CrowdStrike maintains an insider trading policy governing the purchase, sale, and gifts of our securities by directors, officers, employees, and certain contractors and consultants (together, “CrowdStrike Personnel”), as well as anyone living in the household of CrowdStrike Personnel and any individuals or entities whose securities transactions are subject to the influence or control of CrowdStrike Personnel. We believe our insider trading policy is reasonably designed to promote compliance by CrowdStrike Personnel with insider trading laws, rules and regulations, and the listing standards applicable to us. Our insider trading policy also subjects our directors, officers and certain other employees to additional trading restrictions. The foregoing summary of our insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text of the policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. Equity Grant Practices In response to Item 402(x)(1) of Regulation S-K, we do not time the grant of awards of stock options, stock appreciation rights or similar option-like instruments based on when we release material, non-public information, nor do we time the release of material, non-public information based on the grant dates of such equity awards. During fiscal 2026, (i) none of our named executive officers (“NEOs”) were awarded stock options and (ii) we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Corporate Responsibility CrowdStrike believes that creating a positive global impact begins with our responsibility to our customers. By securing the infrastructure and protecting the integrity of businesses worldwide, we fulfill that mission. This requires not only a relentless commitment to fighting adversaries every single day, but the courage to hold ourselves accountable to being the change we want to see in the world. Our impact efforts are led by our executive leadership team and are reviewed by the Nominating and Corporate Governance Committee of our Board of Directors. We are proud to earn recognition for our efforts through accolades such as being named to the following lists in 2025: Fortune World’s Best Workplaces™, Fortune 100 Best Companies to Work For®, Fortune Best Workplaces for Women™, and PEOPLE® Companies that Care.
Information Regarding the Board of Directors and Corporate Governance
| Sustainability | In fiscal 2026, we published CrowdStrike’s FY2025 Sustainability Update, our first annual sustainability report. The report included our first public disclosure of Scope 1 and Scope 2 emissions, with limited assurance from PricewaterhouseCoopers. We also conducted a climate risk scenario analysis, which was aligned to the framework contained in the Final Report of Recommendations of the Task Force on Climate-related Financial Disclosures, as disclosed in our report. The report can be found on https://www.crowdstrike.com/en-us/about-us/sustainability/. Beyond reporting, we are conscious of our operational footprint. As an organization that allows for both remote and hybrid working arrangements, we can hire the best and the brightest wherever they are. This helps reduce our environmental footprint by decreasing long commutes and the impact that comes with operating a large number of physical offices. Furthermore, nearly half of our leased offices larger than 2,000 square feet are located in buildings that have received environmental certifications, including Leadership in Energy and Environmental Design (LEED), Building Research Establishment Environmental Assessment Method (BREEAM) and Energy Star certifications. We also consider environmental impact in our data center location selection decisions. When feasible, we prefer locations with more sustainable power and a lower carbon footprint, choose servers with lower power demands, and adjust power to our servers based on demand to minimize energy utilized. We continually strive to increase the watts-to-performance ratio of our computing, which increases energy efficiency. To complement our direct efforts to reduce our environmental impact, in fiscal 2026 we partnered with Watershed Technology Inc. to identify, purchase, and retire a variety of high-quality Energy Attribute Certificates (EACs). Furthermore, in January 2026, we submitted our near-term company-wide GHG emission reduction targets to the Science Based Targets initiative (SBTi) as part of our ongoing efforts to address climate-related risks and align with customer priorities. In addition, in connection with Earth Day 2025, CrowdStrike employees engaged in a variety of initiatives, including a 30-day challenge to help employees build sustainable living habits and numerous learning opportunities relating to sustainable action. | | Accessibility | CrowdStrike takes the accessibility of its products seriously, and we review our products for compliance on a recurring basis. In particular, we focus on screen reader compatibility for visually impaired users, keyboard navigation for users with limited dexterity and color/contrast configurability to optimize our experience for various classes of color-blindness. Our quality assurance team is also trained, certified and equipped to assist with testing for accessibility, and we work with external auditors to help identify any deficiencies. CrowdStrike is committed to expanding our compliance with Web Content Accessibility Guidelines 2.2-AA, Section 508, and EN 301 549. We have invested, and intend to continue to invest in, the ongoing improvement of the accessibility of our products for differently abled users. | | Governance | We strive to maintain high governance standards. Our commitment to effective corporate governance is illustrated by the following practices: • We have a “one share, one vote” structure. • Eight out of nine of our directors are independent. • The Chairperson of our Board is independent. • Our Audit, Compensation and Nominating and Corporate Governance committees are comprised of independent directors. |
Information Regarding the Board of Directors and Corporate Governance
| | • Our Board and Audit, Compensation and Nominating and Corporate Governance committees perform annual self-assessments. • The leadership structure of our Board is reviewed annually. • Our independent directors regularly meet in executive session. • Our Board and Board committees may hire outside advisors independently of management. • Our insider trading policy contains anti-hedging and anti-pledging provisions. • We have not adopted a “poison pill” stockholder rights plan. • Our directors routinely attend director education programs to assist them in remaining current with corporate governance best practices and industry developments. | | Data Privacy and Protection | CrowdStrike maintains a global privacy compliance management program designed to identify, assess, and help manage risks associated with the processing of personal data across our operations, products, and services. The program is led by our Chief Privacy and Policy Officer, who administers the program and coordinates day-to-day compliance with applicable global privacy laws and standards. The privacy function regularly collaborates with our cybersecurity, legal, compliance, product, and other business teams, and participates in cross-functional governance bodies addressing enterprise risk, incident response, and artificial intelligence (“AI”) governance where privacy considerations are implicated. The program includes documented policies, procedures, and controls, including: monitoring legal and regulatory developments; Privacy-by-Design and Privacy-by-Default practices; records of processing activities; privacy notices; customer, vendor, and intra-group data protection agreements; cross-border data transfer mechanisms; vendor and sub-processor oversight; processes for responding to individual privacy rights requests; and procedures to assess and respond to privacy-related incidents, including escalation to senior management and legal leadership as appropriate. Management provides periodic briefings regarding privacy and data protection program effectiveness, regulatory developments, and privacy-related risk trends to the Audit Committee and the Board of Directors. While we implement legal, contractual, and technical safeguards designed to protect personal data, no system can eliminate all risk in a globally interconnected environment. | | Information Security | CrowdStrike maintains an information security program, which is supervised by the Chief Information Security Officer, whose team is responsible for managing enterprise-wide cybersecurity strategy, policy, standards, and architecture. The information security team is made up of industry experts from varied technology specialties and located throughout the world. This multidisciplinary team is organized into multiple sub-teams focused on implementing defensive measures, validating security controls, securing CrowdStrike products, and simulating attacks to test defenses, and is engaged in a continuous communication feedback loop, designed with the same guiding security principles and industry-leading tooling that we bring to all of our customers. Some information security program highlights include: • We maintain a 24x7x365 staffing program, resulting in rapid security incident response times and resolution. • The cybersecurity team leverages automation, orchestration, and AI to realize economies of scale. • Zero Trust security framework principles are utilized to minimize exposure to cyber issues by implementing strict access controls and authentication mechanisms. |
Information Regarding the Board of Directors and Corporate Governance
| | • Our teams engage in cross-organization exercises to ensure response plans are clearly established. • CrowdStrike personnel, including certain contractors, undergo background checks, and CrowdStrike employee activity is monitored on CrowdStrike systems, where permitted by law. • Our programs and systems undergo rigorous audits where applicable (including SOC II, FedRAMP and ISO 42001) by independent organizations which help validate the security posture. • CrowdStrike’s AI governance aligns with industry standards, utilizing a structured approach encompassing people, processes, and technology. In fiscal 2026, we launched an internal AI governance committee, composed of a cross-functional management team. The committee provides strategic oversight, risk management, and policy direction to promote the development, deployment, and use of our AI systems in a responsible, secure, and compliant manner. • Our internal security testing team engages with external parties to validate our external and internal security posture through quarterly penetration testing led by top-tier security firms as well as actively engaging with the researcher community via the CrowdStrike Bug Bounty program. • All CrowdStrike employees are required to take annual information security and compliance training. • CrowdStrike maintains a visionary product security capability, dedicated to protecting CrowdStrike’s customer-facing products. | | Securing our Future | We are committed to protecting local and global communities by investing in programs that keep our industry secure, help advance important causes and that nurture the next generation of talent. In fiscal 2026, CrowdStrike funded a variety of scholarships and grants to help develop the next generation of talent and resources in cybersecurity and AI across the globe through the CrowdStrike Foundation (managed through our donor advised fund at Charities Aid Foundation), corporate-directed giving and corporate-matching. Major programs included: • NextGen Scholarship Program for undergraduate and graduate students studying cybersecurity and/or AI. • Philanthropic investments in our communities through our support of more than 100 nonprofits globally, including: Operation Motorsport Foundation, Center for Infrastructure Assurance and Security, India STEM Foundation, Big Brothers Big Sisters, Junior Achievement, Cyber Texas, BRDG to Connect, and more. • Paid time off through our CrowdStrike Cares program to support local communities through philanthropy, volunteering, and other activities. In fiscal 2026, CrowdStrike also provided select nonprofit organizations with access to its Falcon platform pro bono. |
Director Compensation
Director Compensation The Compensation Committee evaluates the appropriate level and form of compensation for non-employee directors and recommends compensation changes to the Board when appropriate. Under our Outside Director Compensation Policy (as amended, the “Policy”), our non-employee directors receive equity awards and cash retainers as compensation for service on our Board and certain of its committees. This Policy is intended to enable us to attract qualified directors, provide them with compensation at a level that is consistent with our compensation objectives and, in the case of equity-based compensation, align their interests with those of our stockholders. The Policy was updated in fiscal 2026. Under this Policy, non-employee directors receive the following annual cash retainers, payable in quarterly installments: • Non-executive Board chair: $50,000 • Board member: $50,000 • Audit Committee chair: $26,750 • Audit Committee member: $12,500 • Compensation Committee chair: $21,250 • Compensation Committee member: $10,000 • Nominating and Corporate Governance Committee chair: $14,500 • Nominating and Corporate Governance Committee member: $6,000 Non-employee directors may elect to receive such annual cash retainers in the form of shares of common stock. Non-employee directors also receive equity-based compensation in the form of restricted stock units (“RSUs”) with respect to shares of common stock granted pursuant to our Amended and Restated 2011 Equity Incentive Plan (“2011 Plan”) and our 2019 Equity Incentive Plan (“2019 Plan”). Each non-employee director will be automatically granted the following awards upon first joining our Board: • an initial RSU award with a grant date fair value of $375,000, vesting annually over three years, subject to continued service on the Board; plus • an additional initial RSU award equal to the same number of RSUs subject to the annual RSU award provided to non-employee directors at the prior annual meeting of stockholders, pro-rated based on the director’s length of service prior to the next annual meeting of stockholders. This award will vest on the earlier of (i) the date of the next annual meeting of stockholders held after the director first joins the Board or (ii) the date on which the other directors’ annual awards described below for such year vest, subject to continued service on the Board. On the day of the Annual Meeting, each continuing non-employee director will be granted: • an annual RSU award with a grant date fair value of $272,500, vesting in full on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders held after the date of grant, in each case, subject to continued service on the Board. In the event of a change in control (as defined under the 2019 Plan), all of our non-employee directors’ equity awards will become fully vested, subject to such non-employee director’s continuous service through the date of such change in control. In addition, we reimburse all our directors for their reasonable travel expenses incurred in attending meetings of our Board or committees as well as pre-approved out of pocket expenses to attend director continuing education events. Our non-employee directors may also be eligible to receive other compensation and benefits, including reasonable personal benefits and perquisites such as health insurance coverage, as determined by us from time to time. Our 2019 Plan contains maximum limits, which were approved by our stockholders prior to our 2019 Plan becoming effective, on the aggregate amount of cash compensation and equity awards that can be paid, issued or granted to each of our non-employee directors in any fiscal year, but those maximum limits do not reflect the intended size of any potential payments or grants or a commitment to make any payments or equity award grants to our non-employee directors in the future, other than as set forth in the Policy. The following table reflects information regarding the compensation of our non-employee directors for fiscal 2026.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) | All Other Compensation ($) (3) | Total Compensation ($) | | Roxanne S. Austin | 80,187 | 272,175 | - | 43,681 | 396,043 | | Cary J. Davis | 66,563 | 272,175 | - | - | 338,738 | | Johanna Flower | 45,833 | 272,175 | - | 61,941 | 379,949 | | Sameer K. Gandhi | 55,833 | 272,175 | - | - | 328,008 | | Denis J. O’Leary | 51,417 | 272,175 | - | - | 323,592 | | Laura J. Schumacher | 58,458 | 272,175 | - | - | 330,633 | | Godfrey R. Sullivan | 58,333 | 272,175 | - | - | 330,508 | | Gerhard Watzinger | 113,917 | 272,175 | - | 43,681 | 429,773 |
Director Compensation
(1) Non-employee directors may elect to receive their annual cash retainer in the form of shares of common stock. The following table provides the number of shares of common stock received in lieu of cash by each non-employee director for fiscal 2026:
Director Compensation
| Name | Shares of Common Stock Received | | Cary J. Davis | 142 | | Johanna Flower | 96 | | Sameer K. Gandhi | 119 | | Denis J. O’Leary | 110 | | Laura J. Schumacher | 125 | | Gerhard Watzinger | 244 |
Director Compensation
(2) The amounts in this column reflect the grant date fair values of the restricted stock units granted to our non-employee directors during fiscal 2026, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and the value of restricted stock units granted in lieu of the director’s annual cash retainer as described in footnote 1 above. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares underlying these awards if and when they vest. For additional information on how we account for equity-based compensation, see Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2026, which was filed with the SEC on March 5, 2026. (3) Each entry represents the value of health insurance benefits provided to the respective director during the fiscal year. As of January 31, 2026, the aggregate number of shares subject to outstanding equity awards held by our non-employee directors was:
Director Compensation
| Name | Shares Underlying Stock Awards (1) | Shares Underlying Options (2) | | Roxanne S. Austin | 561 | 50,000 | | Cary J. Davis | 561 | - | | Johanna Flower | 561 | - | | Sameer K. Gandhi | 561 | - | | Denis J. O’Leary | 561 | - | | Laura J. Schumacher | 561 | - | | Godfrey R. Sullivan | 561 | - | | Gerhard Watzinger | 561 | - |
Director Compensation
(1) Each entry represents the number of shares underlying any outstanding unvested restricted stock unit award. Each entry represents the aggregate number of any shares underlying unexercised options and any unvested shares acquired upon early exercise of options.
Compensation Philosophy
In fiscal 2026, we continued to emphasize our commitment to long-term sustained success by anchoring our executive compensation programs to performance-based and long-term incentives. On average, 93.7% of our NEOs’ annual compensation was tied to long-term incentives. 46.8% of our NEOs’ annual long-term incentive equity awards consisted of performance-based stock units (“PSUs”) with vesting tied to the achievement of rigorous financial targets. In addition, 50.1% of our NEOs’ total compensation is performance-based, with payout or vesting based on the achievement of financial or operational goals. These metrics exclude the TSR PSUs awarded to Mr. Kurtz (as defined and further discussed below) and the compensation of Shawn Henry, who retired from his role as Chief Security Officer effective as of March 31, 2025 (as further discussed below under “Mr. Henry’s Compensation”). The payout of both annual cash and long-term equity incentive awards is based on achievement of pre-established financial performance goals that emphasize responsible growth through the inclusion of both top and bottom-line metrics. Excludes Mr. Kurtz’s TSR PSUs and the compensation of Mr. Henry, who retired from his role as Chief Security Officer effective as of March 31, 2025 and did not receive any equity compensation in fiscal 2026.
Executive Compensation Practices & Policies
| | What We Do: | | Pay-for-Performance Philosophy. We align pay and performance by awarding a substantial portion of the compensation paid to our executives in the form of “at-risk” performance-based compensation linked to achievement of rigorous performance goals. | | | | | Balanced Short-Term and Long-Term Compensation. We grant compensation that discourages short-term risk taking at the expense of long-term results. | | | | | At-Risk Short-Term Incentive Compensation. The entirety of our NEOs short-term cash incentive is at-risk. | | | | | Diverse Performance Measures. Our performance-based compensation elements are tied to a variety of diverse performance metrics to ensure success across a variety of key financial measures. | | | | | Maintain an Independent Compensation Committee. Our Compensation Committee is comprised solely of independent directors with extensive industry experience. | | | | | Maintain an Independent Compensation Committee Advisor. The Compensation Committee engages its own independent compensation consultant. | | | | | Conduct Annual Compensation Review. The Compensation Committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes. | | | | | Perform Annual Compensation-Related Risk Assessment. We have strong risk and control policies, we take risk management into account in making executive compensation decisions, and we conduct an annual risk assessment of our executive and broad-based compensation programs to promote prudent risk management. | | | | | Maintain Stock Ownership Guidelines. We have robust stock ownership guidelines and holding requirements for our executive officers. | | | | | Maintain a Clawback Policy. We maintain a clawback policy that provides for the recoupment of incentive compensation in compliance with applicable law. | | | What We Do Not Do: | | No Special Executive Retirement Plans. We do not offer pension arrangements or retirement plans or similar arrangements with our NEOs that are different from or in addition to those offered to our other employees. | | | | | No Excise Tax “Gross-Ups.” We do not provide any “gross-ups” for excise taxes that our employees might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “IRC”). | | | | | No “Single-Trigger” Change in Control Arrangements. Since the time of our IPO, we have not provided for “single-trigger” acceleration of compensation or benefits solely upon a change in control. | | | | | No Excessive Perks. We generally do not provide excessive perquisites to our NEOs. | | | | | Do Not Permit Hedging. We prohibit directors and employees, including our NEOs, from hedging CrowdStrike securities. | | | | | Do Not Permit Pledging. We prohibit employees, including NEOs, from pledging CrowdStrike securities without the consent of our Legal Department. |
Peer Group Used for Fiscal 2026 Executive Compensation Analysis
Peer Group Used for Fiscal 2026 Executive Compensation Analysis On an annual basis, the Compensation Committee reviews and approves the composition of the peer group used for compensation comparison purposes. In determining if any changes were necessary for fiscal 2026, the Compensation Committee, with the assistance of its independent compensation consultant, Compensia Inc. (“Compensia”), considered the following peer group selection criteria: Companies in the technology industry, with a preference for “software-as-a-service” (SaaS) and internet/network security software companies to reflect CrowdStrike’s competition for executive talent; Annual revenue of between approximately 0.5x – 2.5x of CrowdStrike’s last four quarters of revenue; • Market capitalization between approximately 0.25x – 4x of CrowdStrike’s market capitalization; and • High-growth companies with strong revenue growth and market capitalization as a multiple of revenue. Based on the selection criteria and the Compensation Committee’s assessment: + Added: AppLovin Corporation and Arista Networks, Inc. - Removed: BILL Holdings, Inc., Enphase Energy, Inc., and Twilio Inc.
Fiscal 2026 Peer Group
Fiscal 2026 Peer Group
Fiscal 2026 Peer Group
| AppLovin Corporation | MongoDB, Inc. | Snap Inc. | | Arista Networks, Inc. | Okta, Inc. | Snowflake Inc. | | Atlassian Corporation | Palantir Technologies Inc. | The Trade Desk, Inc. | | Block, Inc. | Palo Alto Networks, Inc. | Workday, Inc. | | Cloudflare, Inc. | Pinterest, Inc. | Zoom Communications, Inc. | | Datadog, Inc. | Roblox Corporation | Zscaler, Inc. | | Fortinet, Inc. | ServiceNow, Inc. | | | HubSpot, Inc. | Shopify Inc. | |
Fiscal 2026 Peer Group
Our continued strong growth trajectory is reflected in our performance relative to our peer group. The following chart shows CrowdStrike’s position within the peer group on three screening criteria (revenue, one-year revenue growth and market cap), based on each peer company’s publicly reported trailing four quarters financial data as of August 7, 2024. (1) (1) Financial data per S&P Capital IQ as of August 7, 2024. Market Cap based on the 30-day average as of August 7, 2024.
Compensation Setting Process
Compensation Setting Process When determining recommendations for our NEOs’ fiscal 2026 compensation levels, the Compensation Committee considered how our NEOs compared to the compensation levels for comparable positions in the peer group. In addition to referencing data from proxy statements and current reports on Form 8-K filings of our peer group, the Compensation Committee also reviewed survey data drawn from Radford custom peer group surveys as a supplemental data source. The Compensation Committee establishes base salaries, annual cash incentive awards and long-term equity-based incentive awards on a case-by-case basis for each NEO taking into consideration: (i) individual performance, role expertise and experience, (ii) Company performance, (iii) competitive market conditions, (iv) succession planning, (v) retention and external opportunities potentially available to our executives, (vi) internal equity among internal peers, (vii) unrealized equity gains and (viii) best compensation governance practices. While the Compensation Committee considers a multitude of factors in its deliberations, it places no formal weighting on any one factor. The Compensation Committee does not tie individual compensation to specific target pay percentiles but rather makes a determination based on inputs from the CEO (except with respect to his own compensation), as well as the directors’ knowledge and judgment in assessing the various factors that would best further the principles and objectives of our executive compensation program.
Performance-Based Pay and Goal Setting
| Performance-Based Pay Component | Metrics | Rationale | | Annual Cash Incentive (Corporate Incentive Plan) | Non-GAAP Operating Income Net New ARR Net Retention Rate | Motivates our NEOs to achieve short-term business objectives that drive growth of the Company Performance-based, not guaranteed | | Performance-Based Stock Units (1) | Revenue (2) Non-GAAP Earnings Per Share (“EPS”) | Aligns our NEOs’ interests with those of our stockholders by focusing on the creation and maintenance of long-term stockholder value |
Performance-Based Pay and Goal Setting
(1) This table does not include the TSR PSUs received by Mr. Kurtz, which is a multi-year award and will not be granted on a recurring basis. (2) For fiscal 2026, we transitioned from expressing our revenue growth goal as a percentage to an absolute figure. As our revenue base has grown, absolute dollar targets better distinguish between achievement levels and align with our operating plan. Role of the Compensation Committee and the Board The Compensation Committee, which is composed entirely of independent directors, establishes our overall compensation philosophy and objectives, and is responsible for establishing, overseeing and evaluating our executive compensation program. The Compensation Committee’s responsibilities include, but are not limited to, reviewing and approving: • Our peer group; • Our compensation philosophy and objectives; • The specific compensation of our NEOs, other than (i) equity grants to our NEOs, and (ii) the compensation of our CEO, where the Compensation Committee makes recommendations to our Board. Following such recommendation, and after discussion with the members of the Compensation Committee regarding their assessment and recommendations, the Board makes the final determination of our CEO’s compensation and approves equity grants to our NEOs; • Annual and long-term incentive plans and benefit plans; and • Annual proxy statement/Executive Compensation Discussion and Analysis (“CD&A”) disclosure. Role of Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such advisor and has sole authority to approve all such advisors’ fees and other retention terms. Pursuant to this authority, for fiscal 2026, the Compensation Committee engaged Compensia to provide independent advice on matters relating to our executive compensation program. Compensia supports the Compensation Committee by: • Attending Compensation Committee meetings as requested and communicating with the Compensation Committee chair outside of meetings; • Providing independent advice to the Compensation Committee regarding competitive market practices, assessments and trends and advising on plans or practices that may improve the design and structure of our executive compensation program; • Reviewing the CD&A and other compensation-related disclosures in our proxy statements; and Updating the Compensation Committee on corporate governance and regulatory issues and developments. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time. Compensia has not provided any other services to us and has received no compensation other than with respect to the services described above. The Compensation Committee has evaluated Compensia’s independence by considering the requirements adopted by Nasdaq and the SEC, and has determined that its relationship with Compensia does not raise any conflict of interest. As part of the Compensation Committee’s determination of Compensia’s independence, it received written confirmation from Compensia addressing these factors and supporting the independence determination. Role of Management The Compensation Committee consults with members of our management team, including our CEO and our human resources, finance and legal professionals when making compensation decisions. Our CEO works closely with the Compensation Committee and provides the Compensation Committee with performance assessments and compensation recommendations for each NEO other than himself, based on each NEO’s level of performance and corporate performance, retention risk, as well as any changes in market practice. While the Compensation Committee considers our CEO’s recommendations, the Compensation Committee ultimately uses its own business judgment and experience in approving, or making recommendations to the Board where applicable, regarding individual compensation elements and the amount of each element for our NEOs. Our CEO recuses himself from all determinations regarding his own compensation. 3 — Fiscal 2026 Compensation Program and Results Our executive compensation program is designed to motivate outstanding performance commensurate with CrowdStrike’s performance. Our executive compensation philosophy provides for a compensation structure which pays base salaries to our NEOs that represent a relatively small percentage of their total compensation, while offering them the opportunity to earn a significant portion of their compensation in the form of performance-based compensation (i.e., annual cash and long-term equity incentive awards). Each of the compensation elements for our NEOs (other than Mr. Henry) for fiscal 2026 is discussed in detail below. Mr. Henry retired from his role as Chief Security Officer effective as of March 31, 2025 and his compensation for fiscal 2026 is discussed below under “Mr. Henry’s Compensation.”
Annual Cash Incentive Awards
Annual Cash Incentive Awards We use cash incentive awards to motivate our NEOs to achieve our short-term financial objectives while making progress towards our longer-term growth and value creation. Target annual cash incentive opportunities are defined as a percentage of the applicable NEO’s base salary. For fiscal 2026, Messrs. Kurtz, Sentonas and Podbere were eligible to participate in the Company’s Corporate Incentive Plan (“CIP”). After considering the market analysis conducted by Compensia and taking into consideration factors described in the “Compensation Setting Process” section, the Compensation Committee recommended to the Board to approve the following adjustment to our CEO’s target annual cash bonus opportunity and for our other NEOs’ target annual cash bonus opportunity (as a percentage of base salary) to remain at the same levels as for fiscal 2025. Based on the Compensation Committee’s recommendation, the Board approved our NEOs’ target annual cash bonus opportunities for fiscal 2026 as follows:
Annual Cash Incentive Awards
| Name | Fiscal 2025 Target Bonus | Fiscal 2026 Target Bonus | | Mr. Kurtz | 125% | 135% | | Mr. Sentonas | 100% | 100% | | Mr. Podbere | 100% | 100% |
Fiscal 2026 Corporate Incentive Plan (CIP)
Fiscal 2026 Corporate Incentive Plan (CIP) Under the fiscal 2026 CIP, we maintained the weighting of the non-GAAP operating income metric at 30%. We believe that a weighted structure places the right balance of emphasis between top and bottom-line metrics as we continue to evolve and grow our business. Each of our NEOs had the opportunity to earn between 0% and 148% (subject to the Net Retention Rate modifier, as described below) of their target annual opportunity based on performance against the following three financial targets:
Fiscal 2026 Corporate Incentive Plan (CIP)
| Performance Metrics | Description | | Non-GAAP Operating Income (2) (30% weighting) | Non-GAAP operating income is an indicator of profitability that eliminates the effects of events that either are not part of our core operations or are non-cash as well as the impact of income taxes. The non-GAAP operating income portion of the CIP is only funded if at least 80% of our non-GAAP operating income target is met within the performance period. Specifically, funding under the CIP as a percentage of our non-GAAP operating income target is determined in accordance with the following table: |
Fiscal 2026 Corporate Incentive Plan (CIP)
| Achievement Against Target | Payout | | Less than 80% | No payout | | 80% – 100% | 25% – 100% payout (with linear interpolation between 80% – 100% achievement levels) | | Greater than 100% up to 110% | 100% – 110% payout (with linear interpolation between 100% – 110% achievement levels) | | Greater than 110% | Capped at 110% payout |
Fiscal 2026 Corporate Incentive Plan (CIP)
| 2026 Target and Results | | | Aggregate of Fiscal 2026 Quarterly Targets | Average of Quarterly Achievement Percentages | | $1,146.4 million | 105.0% |
Fiscal 2026 Corporate Incentive Plan (CIP)
Non-GAAP operating income is defined as GAAP income (loss) from operations excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets (including purchased patents), acquisition-related expenses (credits), net, mark-to-market adjustments on deferred compensation liabilities, legal reserve and settlement charges or benefits, costs (recoveries) associated with the July 19 Incident and related matters, net, and strategic plan related charges (benefits), net.
Fiscal 2026 Corporate Incentive Plan (CIP)
| Net New Annual Recurring Revenue (ARR) (70% weighting) | Revenue is a primary financial indicator of our growth and stockholder value creation. It is what our investors look to as a measure of our success at selling our solutions, innovating and competing in the marketplace. Specifically for the CIP, we focus on net new ARR. | | | The net new ARR portion of the CIP is only funded if at least 80% of our net new ARR target is met within the performance period. Specifically, funding under the CIP based on percentage achievement of our net new ARR target is determined in accordance with the following table: |
Fiscal 2026 Corporate Incentive Plan (CIP)
| Achievement Against Target | Payout | | Less than 80% | No payout | | 80% – 90% | 25% – 80% payout (with linear interpolation between 80% – 90% achievement levels) | | 90% – 100% | 80% – 100% payout (with linear interpolation between 90% – 100% achievement levels) | | Greater than 100% up to 110% | 1.5x multiplier on over target achievement | | Greater than 110% | 2x multiplier on over-target achievement, capped at 150% payout |
Fiscal 2026 Corporate Incentive Plan (CIP)
| 2026 Target and Results | | | Aggregate of Fiscal 2026 Quarterly Targets | Average of Quarterly Achievement Percentages | | $952.1 million | 106.1% |
Fiscal 2026 Corporate Incentive Plan (CIP)
| Net Retention Rate (3) | Net Retention Rate is an important indicator of our ability to retain and expand customers and our business health and is used as a modifier to determine the final payout under the CIP. Under the CIP, the Compensation Committee may apply an upward or downward modifier of up to 10% based on whether our Net Retention Rate exceeds or is less than the target for any quarter. For fiscal 2026, our quarterly Net Retention Rate target range was 110% – 115%. Our Net Retention Rate was 112%, 111%, 114%, and 115% for the first, second, third, and fourth quarter of fiscal 2026, respectively, falling within our target range, and therefore no modifier was applied to the final payout under the CIP. |
Fiscal 2026 Corporate Incentive Plan (CIP)
For fiscal 2026, we made two refinements to our CIP design to enhance metric alignment and reflect our business evolution: • Non-GAAP Operating Income Threshold: We lowered the funding threshold from 85% to 80% to align with the net new ARR payout structure, creating consistency in how we measure achievement across our key growth and profitability metrics. • Net Retention Rate Range: We adjusted the target range to 110% – 115% to reflect the expected performance dynamics of our expanding customer base. As companies scale, net retention rates typically moderate from early-stage levels, and this range reflects challenging but achievable targets that maintain our focus on best-in-class customer retention and expansion. Our dollar-based net retention rate compares our ARR from a set of subscription customers against the same metric for those subscription customers from the prior year. Our dollar-based net retention rate reflects customer renewals, expansion, contraction, and churn, and excludes revenue from our incident response and proactive services. We calculate our dollar-based net retention rate as of period end by starting with the ARR from all subscription customers as of 12 months prior to such period end, or Prior Period ARR. We then calculate the ARR from these same subscription customers as of the current period end, or Current Period ARR. Current Period ARR includes any expansion and is net of contraction or churn over the trailing 12 months but excludes revenue from new subscription customers in the current period. We then divide the Current Period ARR by the Prior Period ARR to arrive at our dollar-based net retention rate. For the purposes of calculating our dollar-based net retention rate, we define a subscription customer as a separate legal entity that has entered into a distinct subscription agreement for access to our Falcon platform for which the term has not ended or with which we are negotiating a renewal contract. We do not consider our channel partners as customers, and we treat managed service security providers, who may purchase our products on behalf of multiple companies, as a single customer. All three financial targets were measured and the awards under the CIP were paid out on a quarterly basis. Quarterly targets were set by the Compensation Committee in accordance with the process described in “Performance-Based Pay and Goal Setting” section. The Compensation Committee believes that these particular metrics and cadence of measurement are most in line with our business cycle, drive performance and more rapidly foster the growth of our business. The following table shows our NEOs’ target bonus opportunity and actual bonus earned for fiscal 2026 with respect to the CIP.
Fiscal 2026 Corporate Incentive Plan (CIP)
| | Fiscal 2026 Targets | | Fiscal 2026 Actuals | | | Name | Target Bonus % of Base | Target Bonus ($) | % Bonus Achieved of Target | Actual Bonus Earned ($) | | Mr. Kurtz | 135% | $1,485,000 | 108.8% | $1,614,938 | | Mr. Sentonas | 100% | $875,000 | 108.8% | $951,563 | | Mr. Podbere | 100% | $700,000 | 108.8% | $761,250 |
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation Consistent with our philosophy of pay-for-performance, the majority of our NEOs’ annual compensation is provided in the form of long-term equity incentives that emphasizes long-term stockholder value creation and the retention of a strong executive leadership team through a balanced mix of PSUs and service-based RSUs. Mr. Kurtz also received TSR-based PSUs, as described below. For fiscal 2026, the PSU performance metrics and weighting between PSUs and RSUs under our long-term equity incentive program remained the same (excluding Mr. Kurtz’s TSR PSUs) as we believe the current design aligns the interests of our NEOs with the interests of our stockholders in creating long-term value. The table below summarizes our fiscal 2026 long-term equity incentive compensation program design.
Long-Term Equity Incentive Compensation
| | Fiscal 2026 Elements / Metrics / Weightings | | | Performance Stock Unit | Revenue and Non-GAAP EPS (4) | 50% | | Service-based RSU | Four-year graded vesting | 50% |
Long-Term Equity Incentive Compensation
Performance-Based Stock Units Equity awards with performance-based vesting are a substantial, at-risk component of our NEOs’ compensation that is tied to CrowdStrike’s business performance. Under the fiscal 2026 PSU plan, the number of PSUs earned depends entirely on CrowdStrike’s actual achievement against two equally weighted metrics — Revenue and non-GAAP EPS (5) measured over a one-year performance period in accordance with the following table. For fiscal 2026, we increased the PSU threshold payout from 25% to 50% of target for both metrics to align with competitive market practices observed in our peer group analysis. This change creates more meaningful incentive value at threshold performance while our underlying revenue and non-GAAP EPS performance requirements remain equally rigorous. Each metric is assessed independently, with the payout for that portion of the award based on the satisfaction of the respective metric. Performance below the threshold level will result in zero payout for that portion of the award. The maximum payout is capped at 200% of target. The payout is determined using linear interpolation for performance levels between established attainment levels.
Long-Term Equity Incentive Compensation
| | Revenue ($M) | Non-GAAP EPS | Payout | | Below Threshold | < $4,743.5 | < $3.33 | 0% | | Threshold | $4,743.5 | $3.33 | 50% | | Target | $4,774.5 | $3.39 | 100% | | Max | $4,805.5 | $3.45 | 200% | | Above Max | > $4,805.5 | > $3.45 | Capped at 200% |
Long-Term Equity Incentive Compensation
(4) Non-GAAP EPS is defined as non-GAAP net income attributable to CrowdStrike, excluding the effect of acquisitions, divided by the weighted-average number of shares outstanding, which includes the dilutive effect of potentially dilutive common stock equivalents outstanding during the period. Non-GAAP EPS is defined as non-GAAP net income attributable to CrowdStrike, excluding the effect of acquisitions, divided by the weighted-average number of shares outstanding, which includes the dilutive effect of potentially dilutive common stock equivalents outstanding during the period. In addition to performance requirements, the PSUs are subject to service-based vesting. Earned PSUs will vest as follows subject to the NEO’s continued employment with the Company through each applicable vesting date: (i) 25% of the Earned PSUs will vest upon the one-year anniversary of the applicable vesting commencement date and (ii) the remaining 75% of the Earned PSUs will vest in equal installments quarterly over the next three years. Service-Based RSUs RSU awards with service-based vesting align the interests of our NEOs with the interests of our stockholders by promoting the stability and retention of high-performing executive team members over the longer term while directly linking NEO compensation to CrowdStrike’s stock performance. The RSUs generally vest over a four-year period in 16 equal quarterly installments, provided the NEO remains employed with the Company through each applicable vesting date. Fiscal 2026 Annual Equity Incentive Awards Taking into consideration the factors described in the “Compensation Setting Process” section, the Compensation Committee recommended that the Board approve the following RSU and target PSU awards to our NEOs in fiscal 2026. The Board approved the awards with respect to the dollar amounts below, and the actual number of RSUs and target PSUs granted to each NEO was determined by reference to the average closing price of our common stock as reported on Nasdaq for each of the trading days in the month of March 2025.
Fiscal 2026 Equity Incentive Awards — Annual Awards (1)
Fiscal 2026 Equity Incentive Awards — Annual Awards (1)
Fiscal 2026 Equity Incentive Awards — Annual Awards (1)
| Name | RSUs ($) | Target PSUs ($) | Total ($) | | Mr. Kurtz | $25,000,000 | $25,000,000 | $50,000,000 | | Mr. Sentonas | $15,000,000 | $15,000,000 | $30,000,000 | | Mr. Podbere | $7,500,000 | $7,500,000 | $15,000,000 |
Fiscal 2026 Equity Incentive Awards — Annual Awards (1)
(1) The above amounts do not represent the actual economic value that may be realized by the NEOs. For more information on the equity incentive awards granted to the NEOs in fiscal 2026, please see the “Grants of Plan-Based Awards Table for Fiscal 2026” below. The table below shows the applicable fiscal 2026 PSU performance metrics and our achievement against them:
Fiscal 2026 Equity Incentive Awards — Annual Awards (1)
| Fiscal 2026 PSU Targets and Results | | | | Metric | Min — Max Achievement Range | Fiscal 2026 Actual Achievement | | Non-GAAP EPS (A) | $3.33 – $3.45 | $3.75 | | Revenue ($M) | $4,743.5 – $4,805.5 | $4,812.1 | | Overall payout as a percentage of target | — | 200% |
Fiscal 2026 Equity Incentive Awards — Annual Awards (1)
(A) Non-GAAP EPS is defined as non-GAAP net income attributable to CrowdStrike, excluding the effect of acquisitions, divided by the weighted-average number of shares outstanding, which includes the dilutive effect of potentially dilutive common stock equivalents outstanding during the period.
TSR PSUs
TSR PSUs In December 2025, the independent members of the Board, upon the recommendation of the Compensation Committee, approved a special performance-based equity award to Mr. Kurtz consisting of 300,000 target PSUs (the “TSR PSUs”) that vest based solely on the Company’s TSR relative to the constituents of the S&P 500 Index over a three-year performance period. The Board approved the TSR PSUs to achieve two key objectives: 1. Align Mr. Kurtz’s interests directly with long-term stockholder returns. The award is 100% at-risk and performance based, with payout tied exclusively to CrowdStrike’s three-year stock price performance relative to that of the constituents of the S&P 500. This ensures that Mr. Kurtz earns above target compensation only if CrowdStrike delivers superior returns to stockholders compared to the broader market. 2. Provide a compelling retention incentive as CrowdStrike executes its multi-year strategy to achieve $20 billion in ending ARR. Given the competitive market for proven cybersecurity executives and the external opportunities available to Mr. Kurtz, this award provides strong incentive for his continued leadership while maintaining strict performance requirements. Mr. Kurtz’s Performance and Leadership Since founding CrowdStrike and leading its June 2019 IPO, Mr. Kurtz has played a critical role in driving the Company’s strong financial and operational performance, including as described in the “Business Performance Highlights” section of this Proxy Statement. Under his leadership, the Company has achieved substantial revenue and ARR growth while improving profitability and delivering significant stockholder value creation. The success of Mr. Kurtz’s August 2021 multi-year PSU award further demonstrates his execution capability. All four stock price hurdles from that award have been achieved, progressing from $282 at grant through the final hurdle at $490, representing over 73% stock price appreciation in just over four years. As the performance targets from this 2021 award have been achieved, the Board determined a new long-term retention mechanism was essential to ensure Mr. Kurtz remains focused on executing the Company’s multi-year strategic vision. The Board believes Mr. Kurtz’s combination of technical expertise, strategic vision and proven execution track record positions him to drive the Company towards its $20 billion ending ARR objective. CEO TSR PSU Award Overview The TSR PSUs are structured to promote complete alignment with stockholder return. The award uses relative TSR rather than absolute stock price targets. This relative performance structure rewards the Company’s distinctive value creation and competitive execution rather than stock price appreciation that may stem from general market conditions. This approach rewards superior returns to stockholders regardless of overall market direction and aligns executive compensation with stockholder return. The three-year performance period reinforces a focus on sustained outperformance rather than short-term stock price fluctuations. The TSR PSUs may be earned based on the Company’s TSR relative to the TSR of the companies comprising the S&P 500 Index over a three-year performance period beginning on December 22, 2025 and ending on December 22, 2028 (the “Performance Period”). The award is structured with a target of 300,000 PSUs, with the actual number of PSUs which may be earned ranging from 50% (assuming threshold achievement) to 200% (based on maximum achievement) of the target number of PSUs subject to the award, based on the Company’s TSR percentile ranking during the Performance Period, with linear interpolation between performance levels, as set forth in the award agreement. Mr. Kurtz will receive no payout if CrowdStrike’s relative TSR performance falls below the 25th percentile of the S&P 500. The 200% maximum cap limits upside while appropriately rewarding exceptional performance that significantly exceeds stockholder expectations.
TSR PSUs
| Element | Details | | Award Type | Performance Stock Units tied to relative Total Stockholder Return | | Grant Date | December 22, 2025 | | Target Shares | 300,000 PSUs | | Payout Range | 0% – 200% of target (0 – 600,000 shares) | | Performance Period | 3 years (December 22, 2025 – December 22, 2028) | | Performance Metric | CrowdStrike TSR vs S&P 500 Index constituents |
TSR PSUs
Performance Goals and Payout Levels
TSR PSUs
| Performance Level | Relative TSR Percentile Ranking | Payout (% of Target PSUs) | Shares | | Below Threshold | Below 25th percentile | 0% | 0 | | Threshold | 25th percentile | 50% | 150,000 | | Target | 55th percentile | 100% | 300,000 | | Above Target | 75th percentile | 150% | 450,000 | | Maximum | 90th percentile or above | 200% | 600,000 |
TSR PSUs
Linear interpolation applies between performance levels. Following the end of the Performance Period, the Compensation Committee will determine the extent to which the applicable performance goals have been achieved and will determine the number of TSR PSUs, if any, that have been earned (the “Earned TSR PSUs”). Except as described below, any TSR PSUs that are not earned will be forfeited without consideration. Change in Control and Termination Provisions In the event of a change in control that occurs prior to the end of the Performance Period, the Company’s TSR performance and applicable percentile ranking will be determined as of the date of such change in control. For this purpose, the Company’s TSR will be measured based on the price per share of the Company’s common stock (plus the value of any other consideration received by the Company’s stockholders) in the transaction, and the TSR of the applicable peer companies will be measured using the 45-trading-day period ending on and including the public announcement date of the change in control. The Compensation Committee will certify the resulting performance level and the number of PSUs earned, if any, in connection with the transaction. Upon consummation of the change in control, any Earned TSR PSUs will be converted into the same form of consideration, and on the same economic terms, as are applicable to holders of the Company’s common stock in the transaction, including cash, stock, equity-based awards, or a combination thereof; provided that such converted award will be subject to vesting based on Mr. Kurtz’s continued service through the end of the original Performance Period (subject to the acceleration provisions described in the following paragraphs). If Mr. Kurtz’s employment is terminated by the Company without cause or by Mr. Kurtz for good reason within three months prior to or 24 months following a change in control, any converted awards will vest in full as of the date of such termination. In addition, if the surviving company does not assume, continue or substitute the converted awards in connection with the change in control, such awards will vest in full upon consummation of the transaction. If Mr. Kurtz’s employment is terminated by the Company without cause or by Mr. Kurtz for good reason prior to the end of the Performance Period and more than three months prior to or more than 24 months following a change in control, the Company’s TSR performance will be measured as of Mr. Kurtz’s termination date using the same methodology applicable at the end of the Performance Period. The number of PSUs earned will be determined based on actual performance through such date and will be prorated based on the portion of the Performance Period elapsed through the termination date. Any PSUs determined to be earned following such performance measurement and time-based proration will vest as of the termination date, and any remaining PSUs will be forfeited without consideration. If Mr. Kurtz’s employment terminates for any other reason prior to the end of the Performance Period, all of the TSR PSUs will be forfeited without consideration. If, during the Performance Period, Mr. Kurtz ceases to serve as Chief Executive Officer of the Company and continues to serve as Executive Chairman (or a similar executive board member role), the PSUs will remain outstanding and eligible to be earned based on actual performance over the Performance Period, with the number of earned PSUs prorated to reflect 100% weighting for the portion of the Performance Period during which Mr. Kurtz served as Chief Executive Officer and 50% weighting for the portion during which Mr. Kurtz served as Executive Chairman.
Fiscal 2022 Multi-Year Awards
Fiscal 2022 Multi-Year Awards In fiscal 2022, Mr. Kurtz and Mr. Podbere were each issued a multi-year PSU award to recognize the instrumental roles they continue to play in driving the Company’s growth and performance in this critical period as an early-stage public company. The multi-year PSU awards are comprised of four equal tranches of PSUs, each of which are subject to the satisfaction of both a performance-based vesting condition and a service-based vesting condition. The performance condition applicable to the multi-year PSU awards is based on the Company’s achievement of specified stock price hurdles (subject to anti-dilution adjustments), during the performance period beginning on the date of grant and ending on January 31, 2027. For more information on the multi-year PSU awards, please see “Executive Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation — Multi-Year PSU Awards” included in our proxy statement filed with the SEC on May 6, 2022. The stock price hurdle for all four tranches of the multi-year PSU awards have been achieved and were certified by the Compensation Committee on May 2, 2024, May 2, 2025, August 4, 2025, and February 3, 2026, respectively. The service-based conditions for the first three tranches of the multi-year PSU awards were fully satisfied as of February 1, 2024 and February 1, 2025 and February 1, 2026, respectively. The service-based condition for the fourth tranche is anticipated to be fully satisfied on February 1, 2027. Mr. Henry’s Compensation Shawn Henry retired from his role as Chief Security Officer effective as of March 31, 2025 and did not receive any equity compensation in fiscal 2026. Mr. Henry remains with the Company and has transitioned to the role of Executive Advisor to the CEO, focused on cybersecurity advocacy and resilience. In connection with his transition, Mr. Henry ceased participating in CrowdStrike’s Corporate Incentive Plan and Leadership Incentive Plan. The changes to Mr. Henry’s compensation were effective as of March 31, 2025.
Offer Letters, Employment Agreements and Change in Control Arrangements
Offer Letters, Employment Agreements and Change in Control Arrangements Offer Letters We have entered into employment agreements or offer letters with each of our NEOs which generally provide for at-will employment with no specified employment terms, and for certain of our NEOs, severance protections in certain circumstances, as described in more detail in the “Potential Payments Upon Termination or Change in Control” section below. In addition, as a condition of their employment, we also require that our employees, including our NEOs, sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of certain intellectual property rights to the Company, and non-disclosure of Company proprietary information. Kurtz Change in Control and Severance Agreement On September 1, 2021, the Company entered into a change in control and severance agreement with George Kurtz, the Company’s President and Chief Executive Officer (the “Change in Control and Severance Agreement”). The terms of the Change in Control and Severance Agreement are described in detail below under “Potential Payments upon Termination or Change in Control.”
Tax and Accounting Considerations
Tax and Accounting Considerations Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our NEOs and other employees. Chief among these is the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards. We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board, including RSUs and PSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables below, even though the recipient may never realize any value from such awards. For performance units, stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-set objectives.
Pay Ratio Disclosure
Pay Ratio Disclosure In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for fiscal 2026: • the median of the annual total compensation of all our employees (excluding our CEO) was $178,015; • the annual total compensation of our CEO was $247,579,143; and • the ratio of these two amounts was 1,391 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.
Fiscal 2026 Summary Compensation Table
Fiscal 2026 Summary Compensation Table The Summary Compensation Table and notes show all compensation paid to or earned by each of our NEOs for the fiscal years ended January 31, 2026, 2025 and 2024.
Fiscal 2026 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3)(4) | Total ($) | | George Kurtz Chief Executive Officer, President and Director (5) | 2026 | 1,100,000 | 242,124,351 | 1,614,938 | 2,739,854 | 247,579,143 | | | 2025 | 1,000,000 | 31,850,681 | 1,325,064 | 1,019,555 | 35,195,300 | | | 2024 | 950,000 | 44,090,037 | 1,241,709 | 702,109 | 46,983,855 | | Michael Sentonas President | 2026 | 875,000 | 31,775,895 | 951,563 | 32,187 | 33,634,645 | | | 2025 | 750,000 | 22,750,402 | 795,039 | 17,638 | 24,313,079 | | | 2024 | 625,000 | 34,352,360 | 653,531 | 17,700 | 35,648,591 | | Burt Podbere Chief Financial Officer | 2026 | 700,000 | 15,887,948 | 761,250 | 26,202 | 17,375,400 | | | 2025 | 675,000 | 13,650,124 | 715,534 | 18,478 | 15,059,136 | | | 2024 | 625,000 | 18,895,730 | 653,531 | 32,124 | 20,206,385 | | Shawn Henry Former Chief Security Officer (6) | 2026 | 600,000 | - | - | 25,701 | 625,701 | | | 2025 | 600,000 | - | 246,178 | 23,534 | 869,712 | | | 2024 | 600,000 | 12,597,154 | 249,826 | 26,295 | 13,473,275 |
Fiscal 2026 Summary Compensation Table
(1) The amounts disclosed represent the grant date fair value of the RSUs and PSUs granted to our NEOs during the relevant fiscal year as computed in accordance with FASB ASC Topic 718. These grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the RSUs and PSUs or the sale of any common stock acquired under such RSUs or PSUs. Other than with respect to Mr. Kurtz and Mr. Podbere’s multi-year PSU awards granted in fiscal 2022 and Mr. Kurtz’s TSR PSU award granted in December 2025, the amounts disclosed for the PSUs included in this column were calculated based on the probable outcome of the performance condition as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. Excluding the multi-year PSU awards and the TSR PSU award, the following are the values of the PSU awards granted to our NEOs in fiscal 2026 as of the grant date assuming attainment of the maximum level of performance: Mr. Kurtz ($53,784,351), Mr. Sentonas ($31,775,895), and Mr. Podbere ($15,887,948). As described in “Executive Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation — Multi-Year PSU Awards” included in our proxy statement filed with the SEC on May 6, 2022, Mr. Kurtz and Mr. Podbere were granted multi-year PSUs that vest based on the achievement of certain stock price hurdles and continued service. As described in “Executive Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation — TSR PSUs” of this Proxy Statement, Mr. Kurtz was granted TSR PSUs in December 2025 that vest on the achievement of certain relative TSR performance goals and continued service. The grant date fair value of each of Mr. Kurtz’s and Mr. Podbere’s multi-year PSU awards granted in fiscal 2022 and Mr. Kurtz’s TSR PSU award is calculated based on a Monte-Carlo simulation. The value of the TSR PSU award granted to Mr. Kurtz as of the grant date assuming attainment of the maximum level of performance is $289,884,000. For additional information on how we account for equity-based compensation, see Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2026, which was filed with the SEC on March 5, 2026. (2) For Messrs. Kurtz, Sentonas and Podbere, the amounts reported for fiscal 2026 reflect the bonus payments received by such NEOs under the CIP in respect of fiscal 2026 performance. (3) These amounts represent supplementary benefits including the dollar value of employer costs for life and disability insurance, executive supplemental health benefits and a 401(k) match. These amounts also include, where we incur incremental costs under such arrangements, airfare and hotel expenses paid by the Company for guests to travel with our executives from time to time. For Mr. Kurtz, the amount for fiscal 2026 also includes approximately (i) $258,071 for costs related to personal security for Mr. Kurtz and his family at his residences and (ii) $2,462,316 for costs related to personal usage of private aircraft. For purposes of reporting the value of personal usage of private aircraft in this table, we use incremental costs attributable to Mr. Kurtz’s personal usage, as provided by the applicable third-party service provider, which include passenger fees, fuel, crew, and catering costs. (4) As part of our sales and marketing activities, we sponsor a CrowdStrike-branded professional racing car, which Mr. Kurtz drives in some races at no incremental cost to us and in lieu of us hiring a professional driver. As we do not pay any amounts to Mr. Kurtz under these arrangements, it is not reflected in the above table. (5) Mr. Kurtz serves on our Board but is not paid additional compensation for such service. Mr. Henry retired from his role as Chief Security Officer effective as of March 31, 2025.
Grants of Plan-Based Awards for Fiscal 2026
Grants of Plan-Based Awards for Fiscal 2026 The following table sets forth certain information regarding grants of plan-based awards to our NEOs for fiscal 2026 under our compensation programs and plans.
Grants of Plan-Based Awards for Fiscal 2026
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock (#) (4) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Name | Grant Date | Threshold ($) (3) | Target ($) | Maximum ($) | Threshold Performance Shares (#) | Target Performance Shares (#) | Maximum Performance Shares (#) | | | | George Kurtz | 04/23/2025 | 371,250 | 1,485,000 | 2,049,300 | - | - | - | - | - | | | 04/23/2025 | - | - | - | 17,429 | 69,714 | 139,428 | - | 26,892,176 | | | 04/23/2025 | - | - | - | - | - | - | 69,714 | 26,892,176 | | | 12/22/2025 | - | - | - | 75,000 | 300,000 | 600,000 | | 188,340,000 | | Michael Sentonas | 04/16/2025 | 218,750 | 875,000 | 1,207,500 | - | - | - | - | - | | | 04/16/2025 | - | - | - | 10,457 | 41,828 | 83,656 | - | 15,887,948 | | | 04/16/2025 | - | - | - | - | - | - | 41,828 | 15,887,948 | | Burt Podbere | 04/16/2025 | 175,000 | 700,000 | 966,000 | - | - | - | - | - | | | 04/16/2025 | - | - | - | 5,229 | 20,914 | 41,828 | - | 7,943,974 | | | 04/16/2025 | - | - | - | - | - | - | 20,914 | 7,943,974 | | Shawn Henry | - | - | - | - | - | - | - | - | - |
Grants of Plan-Based Awards for Fiscal 2026
(1) For Messrs. Kurtz, Sentonas and Podbere, these columns reflect the bonus opportunities under the CIP for fiscal 2026. No CIP bonus is payable to our NEOs if performance is achieved below the threshold performance level. Estimates above for each of our NEOs do not include any potential upward/ downward discretionary adjustments by the Compensation Committee based on performance against the Net Retention Rate metric. (2) The amounts in these columns reflect the PSUs granted to the NEOs under the Company’s 2019 Equity Incentive Plan during fiscal 2026. The PSUs granted on April 23, 2025, in the case of Mr. Kurtz, and on April 16, 2025, in the case of Messrs. Sentonas and Podbere, reflect the right to receive between 0% and 200% of the target number of PSUs granted to the NEO and are earned based on the Company’s achievement of a specified revenue metric and non-GAAP earnings per share metric. In the event that the revenue metric or the specified non-GAAP earnings per share threshold for fiscal 2026 is not met, the PSUs will be forfeited in their entirety. Except for the TSR PSUs granted to Mr. Kurtz in December 2025, the earned PSUs service-vest over a four-year period, with 25% of the PSUs service-vesting on the first anniversary of the applicable vesting commencement date and the remaining 75% of the PSUs service-vesting on a fiscal quarterly basis thereafter, in each case provided the NEO remains employed with the Company through each vesting date. For information on the PSUs granted to Mr. Kurtz in December 2025, see “Executive Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation — TSR PSUs.” (3) No amount will be paid out with respect to any annual bonus opportunity if performance is below threshold. (4) The amounts in this column reflect the RSUs granted to the NEOs under the 2019 Plan during fiscal 2026. These RSUs service-vest over a four-year period, with one sixteenth (1/16) of the RSUs vesting quarterly, in each case provided the NEO remains employed with the Company through each vesting date. The amounts in this column for the RSUs and PSUs reflect their aggregate grant date fair values, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The amounts in this column for the PSUs granted on April 23, 2025, in the case of Mr. Kurtz, and on April 16, 2025, in the case of Messrs. Sentonas and Podbere, were calculated based on the probable outcome of the performance condition as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The following are the values of such PSU awards as of the grant date assuming attainment of the maximum level of performance: Mr. Kurtz ($53,784,351), Mr. Sentonas ($31,775,895), and Mr. Podbere ($15,887,948). The amount for the TSR PSUs granted to Mr. Kurtz was calculated based on a Monte-Carlo simulation. The value of such TSR PSU award as of the grant date assuming attainment of the maximum level of performance is $289,884,000. For additional information on how we account for equity-based compensation, see Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2026, which was filed with the SEC on March 5, 2026.
Outstanding Equity Awards at 2026 Fiscal Year-End
Outstanding Equity Awards at 2026 Fiscal Year-End The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as of January 31, 2026.
Outstanding Equity Awards at 2026 Fiscal Year-End
| | | Option Awards (1) | | | | | Stock Awards (1) | | | | | Name | Grant Date | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares, Units or other Rights That Have Not Vested (#) | Market Value of Shares, Units or Other Rights That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | George Kurtz | 10/09/18 (3) | 351,989 | - | - | 11.13 | 10/9/2028 | - | - | - | - | | | 08/28/21 (4) | - | - | - | - | - | 16,875 | 7,448,709 | 135,000 | 59,589,675 | | | 04/06/22 (5) | - | - | - | - | - | 6,143 | 2,711,551 | - | - | | | 04/06/22 (6) | - | - | - | - | - | 3,905 | 1,723,687 | | | | | 04/19/23 (7) | - | - | - | - | - | 65,505 | 28,914,235 | | | | | 04/19/23 (8) | - | - | - | - | - | 42,425 | 18,726,607 | - | - | | | 04/17/24 (9) | - | - | - | - | - | 23,041 | 10,170,413 | - | - | | | 04/17/24 (10) | - | - | - | - | - | 30,502 | 13,463,735 | - | - | | | 04/23/25 (11) | - | - | - | - | - | - | - | 139,428 | 61,544,216 | | | 04/23/25 (12) | - | - | - | - | - | 56,643 | 25,002,503 | - | - | | | 12/22/25 (13) | - | - | - | - | - | - | - | 300,000 | 132,421,500 | | Michael Sentonas | 06/01/16 (14) | 5,000 | - | - | 1.67 | 6/1/2026 | - | - | - | - | | | 09/25/18 (15) | 3,230 | - | - | 11.13 | 9/25/2028 | - | - | - | - | | | 04/06/22 (5) | - | - | - | - | - | 2,458 | 1,084,973 | - | - | | | 04/06/22 (6) | - | - | - | - | - | 1,562 | 689,475 | - | - | | | 04/06/22 (16) | - | - | - | - | - | 1,562 | 689,475 | - | - | | | 04/19/23 (7) | - | - | - | - | - | 28,076 | 12,392,887 | - | - | | | 04/19/23 (8) | - | - | - | - | - | 36,364 | 16,051,251 | - | - | | | 04/19/23 (8) | - | - | - | - | - | 18,182 | 8,025,626 | | | | | 04/17/24 (9) | - | - | - | - | - | 16,459 | 7,265,085 | - | - | | | 04/17/24 (10) | - | - | - | - | - | 21,787 | 9,616,891 | - | - | | | 04/16/25 (11) | - | - | - | - | - | | | 83,656 | 36,926,177 | | | 04/16/25 (12) | - | - | - | - | - | 33,986 | 15,001,590 | - | - | | Burt Podbere | 01/12/22 (4) | - | - | - | - | - | 3,594 | 1,586,410 | 28,750 | 12,690,394 | | | 04/06/22 (5) | - | - | - | - | - | 3,686 | 1,627,019 | - | - | | | 04/06/22 (6) | - | - | - | - | - | 2,343 | 1,034,212 | | | | | 04/19/23 (7) | - | - | - | - | - | 28,076 | 12,392,887 | - | - | | | 04/19/23 (8) | - | - | - | - | - | 18,182 | 8,025,626 | - | - | | | 04/17/24 (9) | - | - | - | - | - | 9,876 | 4,359,316 | - | - | | | 04/17/24 (10) | - | - | - | - | | 13,072 | 5,770,046 | - | - | | | 04/16/25 (11) | - | - | - | - | | - | - | 41,828 | 18,463,088 | | | 04/16/25 (12) | - | - | - | - | - | 16,993 | 7,500,795 | - | - | | Shawn Henry | 04/06/22 (5) | - | - | - | - | - | 2,458 | 1,084,973 | - | - | | | 04/06/22 (6) | - | - | - | - | - | 1,562 | 689,475 | | | | | 04/19/23 (7) | - | - | - | - | - | 18,719 | 8,262,660 | - | - | | | 04/19/23 (8) | - | - | - | - | - | 12,122 | 5,350,711 | - | - |
Outstanding Equity Awards at 2026 Fiscal Year-End
Each of the outstanding equity awards was granted pursuant to our 2011 Plan or 2019 Plan. The market values of the awards were calculated by multiplying the number of shares underlying the awards by $441.41, which was the last closing price per share of our common stock as of January 30, 2026. (3) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 24 equal monthly installments beginning on November 1, 2022, subject to continued service through the applicable vesting date. (4) See the discussion under “Executive Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation — Multi-Year PSU Awards” included in our proxy statement filed with the SEC on May 6, 2022 for a description of the vesting terms of these PSUs. (5) 25% of the PSUs vest on March 20, 2023, and 1/16 of the PSUs vest quarterly thereafter subject to continued service through the applicable vesting date and achievement of the applicable performance goal for fiscal 2023. Following the end of fiscal 2023, the Compensation Committee determined that the performance goal applicable to the PSUs was achieved at 157% of target as of January 31, 2023 (which such achievement is reflected in this table). (6) The RSUs vest in 16 equal quarterly installments beginning on June 20, 2022, subject to continued service through the applicable vesting date. (7) 25% of the PSUs vest on March 20, 2024, and 1/16 of the PSUs vest quarterly thereafter subject to continued service through the applicable vesting date and achievement of the applicable performance goal for fiscal 2024. Following the end of fiscal 2024, the Compensation Committee determined that the performance goal applicable to the PSUs was achieved at 154.4% of target as of January 31, 2024 (which such achievement is reflected in this table). (8) The RSUs vest in 16 equal quarterly installments beginning on June 20, 2023, subject to continued service through the applicable vesting date. (9) 25% of the PSUs vest on March 20, 2025, and 1/16 of the PSUs vest quarterly thereafter subject to continued service through the applicable vesting date and achievement of the applicable performance goal for fiscal 2025. Following the end of fiscal 2025, the Compensation Committee determined that the performance goal applicable to the PSUs was achieved at 75.6% of target as of January 31, 2025 (which such achievement is reflected in this table). (10) The RSUs vest in 16 equal quarterly installments beginning on June 20, 2024, subject to continued service through the applicable vesting date. (11) 25% of the PSUs vest on March 20, 2026, and 1/16 of the PSUs vest quarterly thereafter subject to continued service through the applicable vesting date and achievement of the applicable performance goal for fiscal 2026. Following the end of fiscal 2026, the Compensation Committee determined that the performance goal applicable to the PSUs was achieved at 200% of target as of January 31, 2026 (which such achievement is reflected in this table). (12) The RSUs vest in 16 equal quarterly installments beginning on June 20, 2025, subject to continued service through the applicable vesting date. (13) See the discussion under “Executive Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation — TSR PSUs” included in this Proxy Statement for a description of the vesting terms of these PSUs. (14) Shares subject to the option vest in 48 equal monthly installments beginning on June 2, 2017, subject to continued service through the applicable vesting date. (15) Shares subject to the option vest in 48 equal monthly installments beginning on October 25, 2018, subject to continued service through the applicable vesting date. (16) The RSUs vest as follows: (i) the first ten percent (10%) of the RSUs will vest in four equal quarterly installments starting on March 20, 2022; (ii) the next fifteen percent (15%) of the RSUs will vest in four equal quarterly installments starting on March 20, 2023; (iii) the next twenty-five percent (25%) of the RSUs will vest in four equal quarterly installments starting on March 20, 2024 and (iv) the final fifty percent (50%) of the RSUs will vest in four equal quarterly installments starting on March 20, 2025.
Option Exercises and Stock Vested During Fiscal 2026
Option Exercises and Stock Vested During Fiscal 2026 The following table presents, for each of our NEOs, the shares of our common stock that were acquired upon the exercise of vested stock options and the vesting of RSUs and PSUs and the related value realized during fiscal 2026.
Option Exercises and Stock Vested During Fiscal 2026
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | George Kurtz | - | - | 432,053 | 195,532,390 | | Michael Sentonas | - | - | 121,365 | 55,014,301 | | Burt Podbere | - | - | 135,837 | 61,417,041 | | Shawn Henry | - | - | 44,143 | 19,885,916 |
Option Exercises and Stock Vested During Fiscal 2026
(1) Calculated by multiplying the number of corresponding shares acquired by the difference between the exercise price and the market price of the underlying common stock at the time of exercise. Calculated by multiplying the number of corresponding shares acquired by the closing price of our common stock as reported on Nasdaq on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control In the event of a qualifying termination of employment and/or the occurrence of a change in control of the Company, certain of our NEOs are entitled to certain payments and benefits under their employment agreements, offer letters and/or their outstanding equity incentive awards. For a detailed summary of these payments and benefits, see the narrative description that follows the table below. The table below sets forth the amounts of the payments and benefits that each NEO would have been entitled to receive upon a qualifying termination of employment by the Company and/or the occurrence of a change in control, in each case assuming the relevant event occurred on January 31, 2026. The values reflected in the table below relating to the acceleration of equity awards are based on the last closing price of our common stock as reported on Nasdaq on January 30, 2026 ($441.41 per share) (in the case of options, minus the applicable exercise price) and, with respect to PSUs, are based on achievement of performance goals for the applicable period as determined by the Compensation Committee. In addition to the amounts set forth in the table below, upon any termination of employment, each executive would also be entitled to receive all payments generally provided to salaried employees on a non-discriminatory basis on termination, such as life insurance proceeds (for any termination caused by death) and 401(k) plan distributions. If the termination of employment is the result of the executive’s death or disability, then under the Company’s current policy, the Company will typically provide for incremental accelerated vesting of outstanding equity awards such that an additional 12 months of the participant’s awards will vest (with awards subject to performance conditions that have not yet been determined being deemed earned at target). Certain special awards, including the multi-year PSU awards granted to Mr. Kurtz and Mr. Podbere in fiscal 2022 and the TSR PSUs granted to Mr. Kurtz in December 2025, and certain specially targeted performance-based awards are excluded from this policy.
Potential Payments Upon Termination or Change in Control
| Name | Benefit Description | Termination without cause by Company or for good reason by executive NOT in connection with a Change in Control ($) | Termination without cause by Company or for good reason by executive in connection with a Change in Control ($) | Change in Control without any termination event ($) | | George Kurtz | Cash severance | $1,650,000 (1) | $3,877,500 (2) | - | | | Accelerated vesting of equity awards (3) | $99,955,237 | $294,678,447 | - | | | Continuation of health benefits (4) | $52,971 | $52,971 | - | | Michael Sentonas | N/A | - | - | - | | Burt Podbere | Cash severance (5) | $175,000 | $175,000 | - | | Shawn Henry | Cash severance (6) | $200,000 | $200,000 | - |
Potential Payments Upon Termination or Change in Control
(1) Represents a lump-sum cash severance payment of 1.5 times Mr. Kurtz’s annual base salary as of January 31, 2026. (2) Represents a lump-sum cash severance payment of 1.5 times Mr. Kurtz’s annual base salary and annual target bonus as of January 31, 2026. (3) Mr. Kurtz holds unvested restricted stock unit awards and performance-based stock units covering 667,592 shares of our common stock, in each case, which were outstanding as of January 31, 2026 and accelerate in full or in part pursuant to the terms of the corresponding award agreements granted to Mr. Kurtz and Mr. Kurtz’s Change in Control and Severance Agreement. For the TSR PSUs granted to Mr. Kurtz in December 2025, the amounts shown assume achievement of target performance as of January 31, 2026. Actual payouts, if any, will be based on the Company’s relative total stockholder return performance through the applicable measurement date and may be higher or lower than the amounts presented. (4) Represents the cost of 18 monthly COBRA premiums. (5) Represents a lump-sum cash severance payment of three months of Mr. Podbere’s base salary as of January 31, 2026. (6) Represents a lump-sum cash severance payment of four months of Mr. Henry’s base salary as of January 31, 2026.
Pay versus Performance
Pay versus Performance The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of fiscal 2026, fiscal 2025, fiscal 2024, fiscal 2023 and fiscal 2022. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, net income and non-GAAP operating income.
Pay versus Performance
| Year (a) | Summary Compensation Table Total for PEO ($) (1) (b) | Compensation Actually Paid to PEO ($) (2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) (in thousands) (h) (4) | Non-GAAP Operating Income (in thousands) (i) (5) | | | | | | | Total Stockholder Return ($) (3) (f) | Peer Group Total Stockholder Return ($) (3) (g) | | | | FY2026 | $247,579,143 | $330,345,041 | $17,211,915 | $39,932,808 | $204.54 | $256.43 | $(161,165) | $1,046,467 | | FY2025 | $35,195,300 | $148,504,806 | $13,413,976 | $37,572,240 | $184.46 | $204.12 | $(12,566) | $879,888 | | FY2024 | $46,983,855 | $343,689,775 | $23,109,417 | $75,245,254 | $135.54 | $159.97 | $73,439 | $679,568 | | FY2023 | $36,532,681 | $(111,653,036) | $17,814,353 | $(2,496,643) | $49.07 | $106.58 | $(182,285) | $355,622 | | FY2022 | $147,695,746 | $34,920,193 | $14,958,880 | $1,012,573 | $83.71 | $126.43 | $(232,378) | $196,175 |
Pay versus Performance
(1) Compensation for our PEO reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes the following NEOs: a. Our fiscal 2026, fiscal 2025 and fiscal 2024 non-PEO NEOs were Michael Sentonas, Burt Podbere and Shawn Henry; b. Our fiscal 2023 non-PEO NEOs were Burt Podbere and Shawn Henry; and c. Our fiscal 2022 non-PEO NEOs were Burt Podbere, Shawn Henry, Colin Black and Michael Carpenter. Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in fiscal 2026 reflects the respective amounts set forth in columns (c) and (e), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the PEO’s and our other NEOs’ compensation for fiscal 2026, see the “Executive Compensation Discussion and Analysis” section above.
Pay versus Performance
| | PEO FY2026 | Non-PEOs FY2026 | | Summary Compensation Table Total | $247,579,143 | $17,211,915 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | $(242,124,351) | $(15,887,948) | | Plus Fair Value for Unvested Awards Granted in the Covered Year, Determined as of the Covered Year End | $257,524,623 | $25,963,884 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years, Determined based on Change in Fair Value from Prior Year End to Covered Year End | $29,887,412 | $5,010,816 | | Plus Fair Value for Awards Granted in the Covered Year that Vested in the Covered Year, Determined as of the Vesting Date | $6,361,786 | $1,908,390 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year, Determined based on Change in Fair Value from Prior Year End to the Vesting Date | $31,116,427 | $5,725,751 | | Less Fair Value of Awards Forfeited during the Covered Year | - | - | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | - | - | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | - | - | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | - | - | | Compensation Actually Paid | $330,345,041 | $39,932,808 |
Pay versus Performance
Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. (3) The columns “Total Stockholder Return ($)” and “Peer Group Total Stockholder Return ($)” are calculated based on a fixed investment of $100 in CrowdStrike and the S&P Information Technology Index respectively from the beginning of the earliest year in table through the end of each applicable year in the table, assuming reinvestment of dividends, as calculated in accordance with Item 201(e) of Regulation S-K. (4) Reflects “Net Income (loss)” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended January 31, 2026, 2025, 2024, 2023 and 2022. (5) Non-GAAP operating income is defined as GAAP income (loss) from operations excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets (including purchased patents), acquisition-related expenses (credits), net, mark-to-market adjustments on deferred compensation liabilities, legal reserve and settlement charges or benefits, costs (recoveries) associated with the July 19 Incident and related matters, net, and strategic plan related charges (benefits), net. The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our NEOs’ compensation to performance, as specifically listed below.
Pay versus Performance
| Performance Measure | | Non-GAAP Operating Income | | Net New Annual Recurring Revenue (ARR) | | Net Retention Rate | | Revenue Growth Percent | | Non-GAAP EPS |
Pay versus Performance
For more details on how our Compensation Committee uses these metrics to assess the performance of the PEO and other NEOs, see “Executive Compensation Discussion and Analysis” included in this Proxy Statement.