Form DEF 14A CrowdStrike Holdings, For: Jun 30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

CrowdStrike Holdings, Inc.

(Name of Registrant as Specified In Its Charter)​

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

​

(1)

Title of each class of securities to which transaction applies:
 

​

(2)

Aggregate number of securities to which transaction applies:
 

​

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 

​

(4)

Proposed maximum aggregate value of transaction:
 

​

(5)

Total fee paid:
 

​

☐

Fee paid previously with preliminary materials.

​

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

​

(1)

Amount Previously Paid:
 

​

(2)

Form, Schedule or Registration Statement No.:
 

​

(3)

Filing Party:
 

​

(4)

Date Filed:
 

​

150 Mathilda Place, Suite 300
Sunnyvale, California 94086

Notice of Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of CrowdStrike Holdings, Inc., a Delaware corporation (”CrowdStrike”), which will be held on Wednesday, June 30, 2021 at 9:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/CRWD2021. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, allows our employee stockholders around the world to attend the Annual Meeting, and provides cost savings for our stockholders and CrowdStrike.

At our Annual Meeting you will be asked to:

You may also be asked to transact any other business that is properly brought before the meeting. The record date for the Annual Meeting is May 5, 2021. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Whether or not you expect to attend the Annual Meeting, please vote as promptly as possible to ensure your representation at the meeting. You may vote your shares by telephone or over the Internet as instructed in these materials. If you received a proxy card or voting instruction card by mail, you may submit your proxy card or voting instruction card by completing, signing, dating and mailing your proxy card or voting instruction card in the envelope provided.

Sunnyvale, California
May 14, 2021

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on
Wednesday, June 30, 2021 at 9:00 a.m. Pacific Time online at
www.virtualshareholdermeeting.com/CRWD2021.

The proxy statement and annual report to stockholders
are available at www.proxyvote.com

 

Summary Information

We are providing you with these proxy materials because the Board of Directors of CrowdStrike Holdings, Inc. (the“Board”) is soliciting your proxy to vote at CrowdStrike’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements thereof, to be held via a live audio webcast on Wednesday, June 30, 2021 at 9:00 a.m. Pacific Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/CRWD2021 where you will be able to listen to the meeting live, submit questions and vote online.

You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However,you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The proxy materials, including this Proxy Statement and our 2021 Annual Report, are first being distributed and made available on or about May 14, 2021.

As used in this Proxy Statement, references to “we,” “us,” “our,” “CrowdStrike” and the “Company” refer to CrowdStrike Holdings, Inc. and its subsidiaries. Our fiscal year end is on January 31 and our year ended January 31,2021 is referred to herein as “fiscal 2021“ or “FY2021“. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information. The following description is only a summary.

Annual Meeting Proposals

CrowdStrike’s 2021 Fiscal Year

CrowdStrike, a leader in cloud-delivered endpoint and cloud workload protection, experienced a strong fiscal 2021. We achieved a milestone in reaching over $1 billion in ending annual recurring revenue (“ARR“) for fiscal 2021. We had 9,896 subscription customers as of January 31, 2021, representing 82% growth year-over-year. We efficiently transitioned 100% of our workforce to remote work during the COVID-19 pandemic while maintaining strong operational performance. We also completed substantial strategic transactions, including the issuance of $750 million in senior unsecured notes due 2029 with a coupon rate of 3.00% per year and the acquisition of Preempt Security, Inc., a leader in Zero Trust and conditional access technology for real-time access control and threat prevention.

We are also proud to have received a perfect score on the Human Rights Campaign 2021 Corporate Equality Index, demonstrating CrowdStrike’s commitment to a supportive and inclusive culture for all employees. We continued to support our local communities through the CrowdStrike Foundation, which supported university cybersecurity programs, diversity scholarships and directed grants to more than twenty nonprofits helping communities across the globe fighting the COVID-19 pandemic.

 

i

 

Members of the Board of Directors and Committees

 = Chairperson

   

​

​

​

We encourage CrowdStrike stockholders to voluntarily elect to receive future proxy and annual report materials electronically. • If you are a registered stockholder, please visit www.proxyvote.com for simple instructions. ​ • Beneficial shareowners can elect to receive future proxy and annual report materials electronically as well as vote their shares online at www.proxyvote.com. ​

​

​

​

​

to vote using your mobile device, sign up for e-delivery or download annual meeting materials.

​

​		​	​	Wednesday, June 30, 2021	​
​		​	​	9:00 a.m. Pacific Time	​

 

ii

 

Proxy Statement for the
2021 Annual Meeting of Stockholders

Table of Contents

​	​	​	Page				​
Proposal 1 Election of Directors	​	​	​	​	4	​	​
Information Regarding the Board of Directors and Corporate Governance	​	​	​	​	10	​	​
Independence of the Board of Directors	​	​	​	​	10	​	​
Board Leadership Structure	​	​	​	​	10	​	​
Role of the Board in Risk Oversight	​	​	​	​	10	​	​
Family Relationships	​	​	​	​	11	​	​
Meetings of the Board of Directors	​	​	​	​	11	​	​
Information Regarding Committees of the Board of Directors	​	​	​	​	11	​	​
Audit Committee	​	​	​	​	12	​	​
Report of the Audit Committee of the Board of Directors	​	​	​	​	12	​	​
Compensation Committee	​	​	​	​	13	​	​
Compensation Committee Interlocks and Insider Participation	​	​	​	​	13	​	​
Nominating and Corporate Governance Committtee	​	​	​	​	13	​	​
Stockholder Communications With the Board of Directors	​	​	​	​	14	​	​
Corporate Governance Guidelines and Code of Business Conduct and Ethics	​	​	​	​	15	​	​
Corporate Responsibility	​	​	​	​	15	​	​
Director Compensation	​	​	​	​	18	​	​
Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm	​	​	​	​	20	​	​
Principal Accountant Fees and Services	​	​	​	​	20	​	​
Pre-Approval Policies and Procedures	​	​	​	​	21	​	​

​	​	​	Page				​
Proposal 3 Advisory Vote on the Compensation of Named Executive Officers	​	​	​	​	22	​	​
Executive Compensation Discussion and Analysis	​	​	​	​	23	​	​
Executive Compensation Tables	​	​	​	​	35	​	​
Equity Compensation Plan Information	​	​	​	​	42	​	​
Proposal 4 Advisory Vote on the Frequency of a Non-binding Stockholder Vote on Compensation of Named Executive Officers	​	​	​	​	43	​	​
Proposal 5 Amendment and Restatement of the CrowdStrike Holdings, Inc. 2019 Employee Stock Purchase Plan	​	​	​	​	44	​	​
Security Ownership of Certain Beneficial Owners and Management	​	​	​	​	48	​	​
Delinquent Section 16(a) Reports	​	​	​	​	51	​	​
Legal Proceedings	​	​	​	​	51	​	​
Transactions with Related Parties and Indemnification	​	​	​	​	51	​	​
Householding of Proxy Materials	​	​	​	​	53	​	​
Questions and Answers about these Proxy Materials and Voting	​	​	​	​	54	​	​
Other Matters	​	​	​	​	59	​	​
Appendix A: Non-GAAP Financial Measures	​	​	​	​	A-1	​	​
Appendix B: Amended ESPP	​	​	​	​	B-1	​	​

 

 

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. There are three directors in Class II whose term of office expires in 2021: Roxanne S. Austin, Sameer K. Gandhi and Gerhard Watzinger. The Board has nominated Roxanne S. Austin, Sameer K. Gandhi and Gerhard Watzinger be elected as Class II directors at the Annual Meeting.

Each of the three 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 2024 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 three nominees receiving the highest number of “FOR” votes will be elected.

Nominees for Director 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 nominees for director. In addition, following the biographies of the nominees are the biographies of Class I and Class III directors containing information regarding each director continuing to serve on the Board.

 

Page 4 |

 

Class II Nominees for Election for a Three-Year Term Expiring at the
2024 Annual Meeting

 

| Page 5

 

Continuing Directors

In addition to the director nominees, CrowdStrike has six other directors who will continue in office after the Annual Meeting with terms expiring in 2022 and 2023. The following includes a brief biography of each director composing the remainder of the Board 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 III Directors Continuing in Office Until the 2022 Annual Meeting

 

Page 6 |

 

 

| Page 7

 

Class I Directors Continuing in Office Until the 2023 Annual Meeting

 

Page 8 |

 

 

| Page 9

 

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, Sameer K. Gandhi, Denis J. O’Leary, Laura J. Schumacher, Joseph E. Sexton, Godfrey R. Sullivan and Gerhard Watzinger, representing eight of our nine directors, as well as Joseph P. Landy, who resigned from our board in June 2020, does not (or did not at the time of service) have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is (or was at the time of service) an “independent director” as defined under the applicable rules and regulations of the Securities and Exchange Commission (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

 

Page 10 |

 

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 cybersecurity matters, and discusses with management 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. The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines and policies.

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 eleven times during fiscal 2021. 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, held during the portion of the last fiscal year for which he or she was a director or committee member. The Company’s directors are encouraged to attend our annual meetings of stockholders, but we do not currently have a policy relating to director attendance. Seven of our eight directors at the time attended our 2020 Annual Meeting of Stockholders.

Information Regarding Committees of the Board of Directors

The Board has three committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Each of the committees 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 each committee meets the applicable Nasdaq rules and regulations regarding “independence,” that each Audit Committee member meets the applicable rules for financial literacy under the rules and regulations of Nasdaq and the SEC, 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. Our Board has also determined 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.

 

| Page 11

 

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, 2021 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, 2021.

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.

 

Page 12 |

 

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves or served during fiscal 2021 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.

 

| Page 13

 

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 gender, race, ethnicity, 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 Board’s standing committees, including an evaluation of the qualifications of individual members of the Board and its committees. The evaluation is conducted via a list of questions that are provided to each director. The results of the evaluation and any recommendations for improvement are provided orally to our Board and the other standing committees of the Board either by the Chair of the Board or our outside counsel.

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 Board believes that our Board should be a diverse body, and 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 diverse viewpoints. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual director and committee evaluations. Our Nominating and Corporate Governance Committee also considers applicable laws and regulations, including those relating to gender diversity and representation from underrepresented communities. 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, amended and restated 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 amended and restated 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 diverse 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 Secretary—​Proxy at CrowdStrike Holdings, Inc., 150 Mathilda Place, Suite 300, Sunnyvale, California 94086. To be timely for the 2022 Annual Meeting of Stockholders, nominations must be received by our Secretary 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?”

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.

 

Page 14 |

 

Interested parties wishing to communicate with non-management members of our Board may do so by writing and mailing the correspondence to Secretary—Proxy at CrowdStrike Holdings, Inc., 150 Mathilda Place, Suite 300, Sunnyvale, California 94086. 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 class and 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.

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 is 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.

Corporate Responsibility

CrowdStrike believes creating positive, global impact begins with us and that starts with our responsibility to our customers because protecting our customers means protecting the integrity and securing the infrastructure of businesses across the globe. It not only requires strengthening our 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 corporate responsibility 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 2021 Fortune Magazine & Great Place to Work 100 Best Companies to Work For list, being named a 2020 Best Company for Dads by Working Mother Media, and receiving a perfect score on the Human Rights Campaign 2021 Corporate Equality Index.

Sustainability

As a remote-first organization, 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. We have focused our efforts for CrowdStrike data centers with environmental considerations in mind. We have chosen locations with more sustainable power with a lower carbon footprint. We also have chosen servers whenever possible with lower power demands and we adjust power to our servers based on demand to minimize energy utilized. We are working to systematize our metrics and reporting to ensure we are following best practices and so we can measure our impact over time. We are also developing additional plans to optimize our carbon footprint and are working with the Carbon Fund to reduce our business travel footprint by providing funds to offset the environmental impact of business flights.

Diversity and Inclusion

We are striving to build a balanced workforce that reflects the world around us and make our products and services accessible to all by promoting diversity, not only in the workplace, but also among our suppliers and community. We believe a diverse, equitable, and inclusive culture fuels creative excellence and innovation, helping people achieve their best work. We continue to advance our efforts to build an equitable workplace, which we prioritize as part of CrowdStrike’s mission and organization. We strive to create an environment where everyone feels seen, heard, and empowered to succeed. Through employee resource groups, internal development programs, allyship training, speaker series, and networking opportunities, we are empowered to come together to create a workplace that reflects the diverse

 

| Page 15

 

communities around us. Setting a diverse workforce up for success requires a commitment to the practices of inclusion in everything we do. What a practice of inclusion means to us is that we are creating an environment and providing tools that help our people understand how to actively involve every employee’s ideas, knowledge, perspectives, approaches, and styles and how to engage all of our people via a mindful approach to organizational design and experiences that feels accessible and relevant to everyone.

Additionally, CrowdStrike is proud to use small business vendors, as well as minority, women, veteran and LGBTQ owned suppliers.

Accessibility

CrowdStrike takes accessibility of its products very seriously, with a dedicated accessibility specialist on staff as part of a program of continuous education on accessible design and engineering for those working on our customer-facing user-interfaces with a focus on screen reader compatibility for visually impaired users and color/contrast configurability to optimize our experience for various classes of color-blindness. In addition to some automated accessibility compliance testing as part of our continuous integration and deployment flow, our quality assurance team is also trained and equipped to assist with testing for accessibility. The majority of our product portfolio is Web Content Accessibility Guidelines 2.0-AA / Section 508 compliant and we intend to continue to invest in improving the accessibility of our products for differently abled users.

Governance

We strive to maintain the high governance standards. Our commitment to effective corporate governance is illustrated by the following practices:

•

Eight out of nine of our directors are independent.

​

•

The Chairperson of our Board is independent.

​

•

All of our board committees are comprised of independent directors.

​

•

Our Board and board 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” shareholder rights plan.

​

Data Privacy and Protection

At CrowdStrike, we are in the business of data protection. We believe that cybersecurity is fundamental to data protection, and proper data protection is critical for all. We stop breaches and understand profoundly how critical cybersecurity is, not only to compliance but to protecting privacy.

This is why we:

•

Incorporate Privacy-by-Design into the development of our offerings.

​

•

Provide strong data protection commitments to our customers in our Global Data Protection Agreement.

​

•

Require annual privacy training for all of our employees.

​

•

Provide data processing transparency through our offerings and customer documentation.

​

•

Mandate strict privacy commitments from our vendors and suppliers.

​

•

Incorporate privacy considerations into our technology strategy and business decisions.

​

More information about our privacy practices can be found in our privacy notice on our website at: https://www.crowdstrike.com/privacy-notice/.

 

Page 16 |

 

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. Established in 2017, the CrowdStrike Foundation funds a variety of scholarships, grants and research programs to help develop the next generation of talent and resources in cybersecurity and artificial intelligence (“AI”) across the globe. Major programs of the CrowdStrike Foundation include:

•

NextGen Scholarship Program for undergraduate and graduate students studying cybersecurity and/or AI.

​

•

Partnering with organizations like the Thurgood Marshall College Fund to provide scholarships and financial assistance to students attending historically black colleges and universities.

​

•

Investment in strategic partnerships and memberships to support the development and advancement of women and underrepresented groups, such as Catalyst, the Society of Women Engineers, Women in CyberSecurity, Black Girls Code, Arkwright Scholars, and more.

​

•

Pro bono security software protection for nonprofit and nongovernmental organizations.

​

•

Paid time off for the CrowdStrike Gives Back community outreach program to support local communities through philanthropy, volunteering, and other activities.

​

You can learn more about the CrowdStrike Foundation at https://www.crowdstrike.org/.

 

| Page 17

 

Director Compensation

The Compensation Committee evaluates the appropriate level and form of compensation for non-employee directors and recommends compensation changes to the Board of Directors when appropriate. There were no changes to the Outside Director Compensation Policy in fiscal 2021. The following table reflects certain information with respect to the compensation of all non-employee directors of the Company for fiscal 2021.

(1)

The amounts in this column reflect the grant date fair values of the restricted stock units granted to our non-employee directors during fiscal 2021, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares if and when they vest. For additional information on how we account for equity-based compensation, see Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2021, which was filed with the SEC on March 18, 2021.

​

(2)

Each entry represents the value of health insurance benefits provided to the respective director during the fiscal year.

​

(3)

Mr. Landy resigned from the Board of Directors effective as of June 30, 2020.

​

(4)

Ms. Schumacher joined the Board of Directors and also became a member of the Nominating and Governance Committee effective as of November 30, 2020.

​

As of January 31, 2021, the aggregate number of shares subject to outstanding equity awards held by our non-employee directors was:

(1)

Each entry represents the number of shares underlying any outstanding unvested restricted stock unit award.

​

(2)

Each entry represents the aggregate number of any shares underlying unexercised options and any unvested shares acquired upon early exercise of options.

​

(3)

Mr. Landy resigned from the Board of Directors effective as of June 30, 2020.

​

(4)

Ms. Schumacher joined the Board of Directors and also became a member of the Nominating and Corporate Governance Committee effective as of November 30, 2020.

​

 

Page 18 |

 

Under our Outside Director Compensation Policy (the ”Policy”), our non-employee directors receive equity awards and cash retainers as compensation for service on our Board and 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.

Under this Policy, non-employee directors receive the following annual cash retainers, payable in quarterly installments:

•

Non-executive board chair: $20,000

​

•

Board member: $30,000

​

•

Audit committee chair: $20,000

​

•

Audit committee member: $9,500

​

•

Compensation committee chair: $13,500

​

•

Compensation committee member: $5,500

​

•

Nominating and corporate governance committee chair: $7,500

​

•

Nominating and corporate governance committee member: $4,000

​

Non-employee directors also receive equity-based compensation in the form of RSUs with respect to shares of Class A 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 joining the board will be automatically granted the following awards upon first joining our Board:

•

an initial RSU award with a value of $375,000, vesting annually over three years, subject to continued service on the Board; plus

​

•

an annual RSU award with a value of $190,000, 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 value of $190,000, 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.

 

| Page 19

 

Proposal 2
Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of the Board has selected PricewaterhouseCoopers LLP as CrowdStrike’s independent registered public accounting firm for the fiscal year ending January 31, 2022 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. PricewaterhouseCoopers LLP has audited the Company’s financial statements since 2016. Representatives of PricewaterhouseCoopers LLP are expected to be present during the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Amended and Restated Bylaws nor other governing documents or law require stockholder ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of CrowdStrike and its stockholders.

The affirmative “FOR” vote of a majority of the votes cast on the matter is required to ratify the selection of PricewaterhouseCoopers LLP. Abstentions will not be counted as votes cast.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to CrowdStrike for the fiscal years ended January 31, 2021 and January 31, 2020, by PricewaterhouseCoopers LLP, CrowdStrike’s principal accountant.

(1)

“Audit Fees” consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Registration Statement on Form S-1 filed with the SEC in connection with our initial public offering (only with respect to the fiscal year ended January 31, 2020), audited financial statements presented in our annual report on Form 10-K, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.

​

(2)

“Audit-related Fees” consist of aggregate fees for accounting consultations and other services that were reasonably related to the performance of audits or reviews of our consolidated financial statements and were not reported above under “Audit Fees.” This category includes fees related to the performance of audits and attest services not required by statute or regulations, due diligence related to mergers, acquisitions, and investments, and accounting consultations about the application of generally accepted accounting principles to proposed transactions.

​

(3)

“Tax Fees” consist of tax return preparation, international and domestic tax studies, consulting and planning.

​

(4)

“All Other Fees” consist of the cost of a subscription to an accounting research tool.

​

All fees described above were pre-approved by the Audit Committee.

 

Page 20 |

 

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by PricewaterhouseCoopers LLP is compatible with maintaining the principal accountant’s independence.
   

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS CROWDSTRIKE’S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JANUARY 31, 2022.

 

| Page 21

 

Proposal 3
Advisory Vote on the Compensation of Named Executive Officers

We have previously filed our proxy statement under the reduced reporting rules applicable to emerging growth companies. As of the close of fiscal 2021, we ceased to be an emerging growth company and, therefore, we are required by Section 14A of the Exchange Act to offer our stockholders an opportunity to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010 (commonly referred to as a “say-on-pay” vote). Although the vote is nonbinding, we value continuing and constructive feedback from our stockholders on executive compensation and other important matters. The Board and the Compensation Committee will consider the voting results when making future compensation decisions.

As described under the heading “Compensation Discussion and Analysis” in this proxy statement, the primary objective of our executive compensation program is to retain and motivate our core team of highly qualified executives, including our named executive officers, and align their compensation with our business objectives and with the interests of our stockholders.

The Board encourages our stockholders to read the disclosures set forth in the “Compensation Discussion and Analysis” section of this proxy statement to review the correlation between compensation and performance, as well as compensation actions taken in fiscal 2021. The Board believes that our executive compensation program effectively aligns executive pay with our performance and results in the attraction and retention of talented executives who are critical to our success.

Accordingly, the Board recommends that our stockholders vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED on an advisory basis.”

The compensation of our named executive officers, to be approved on an advisory, non-binding basis, requires the affirmative “FOR” vote of a majority of the votes cast to be approved. Abstentions will not be counted as votes cast. Because the vote is advisory, it is not binding on management or the Board. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Compensation Committee and the Board intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Your vote will serve as an additional tool to guide the Compensation Committee and the Board in continuing to improve the alignment of our executive compensation programs with business objectives and performance and with the interests of our stockholders.
   

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION.

 

Page 22 |

 

Executive Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes our executive compensation philosophy, process, objectives and the elements of our compensation program for our “named executive officers” ​(“NEOs”) for fiscal 2021, and provides the context for understanding and evaluating the compensation information contained in the tables and related disclosures that follow. Our NEOs for fiscal 2021 are listed in the table below.

​	Executive Summary	​	​	​	​	23	​	​
​	Executive Compensation Practices	​	​	​	​	25	​	​
​	Executive Compensation Process	​	​	​	​	25	​	​
​	Fiscal 2021 Peer Group Companies	​	​	​	​	26	​	​
​	Analysis of Fiscal 2021 Compensation	​	​	​	​	27	​	​
​	Fiscal 2021 Equity Incentive Awards	​	​	​	​	31	​	​
​	401(k) Plan	​	​	​	​	32	​	​
​	Employee Stock Purchase Plan	​	​	​	​	32	​	​

​	Health and Welfare Benefits	​	​	​	​	32	​	​
​	Perquisites and Other Personal Benefits	​	​	​	​	32	​	​
​	Offer Letters & Employment Arrangements	​	​	​	​	32	​	​
​	Anti-Hedging and Pledging Policy	​	​	​	​	33	​	​
​	Tax and Accounting Considerations	​	​	​	​	33	​	​
​	Compensation Risk Assessment	​	​	​	​	33	​	​
​	Compensation Committee Report	​	​	​	​	34	​	​

Executive Summary

Compensation Philosophy and Objectives

Our executive compensation program is designed to (i) attract, retain and motivate top-level talent who possess the skills and leadership necessary to grow our business, (ii) provide compensation packages that are competitive with market practice and drive and reward the achievement of our business objectives; (iii) closely align the interests of our NEOs with those of our stockholders by linking pay to performance to produce sustainable, long-term value growth for our stockholders and (iv) utilize a balance of short-term and long-term performance measures that serve as meaningful inputs to value creation and reward outperformance.

At the core of our compensation philosophy, we aim to provide a compensation package to each of our NEOs that emphasizes pay-for-performance, and that is both externally competitive to the market and internally equitable within our organization. We believe that a performance-based culture is crucial to our growth and success, and our compensation program is designed to foster these core beliefs.

Our executive compensation program design includes a mix of three key compensation elements—(i) base salary, (ii) short-term cash incentive awards and (iii) long-term equity incentive awards. In determining the amount of each compensation element awarded to our NEOs, our Compensation Committee looks at each NEO’s overall compensation package, as well as the amount of each compensation element for the NEO relative to both internal and external pay to determine whether such amounts and the overall mix of elements for the NEO’s role further the principles and objectives of our executive compensation program.

Consistent with our pay-for-performance philosophy, and to ensure our NEOs’ interests are closely aligned with those of our stockholders, a substantial portion of our NEOs’ compensation is awarded in the form of variable, “at-risk” risk short-term and long-term incentive awards that pay out based on achievement of rigorous, pre-established corporate and financial performance goals that place an emphasis on “top-line” revenue growth. A significant portion of this “at-risk” compensation is granted in the form of equity incentive awards, the realized

 

| Page 23

 

value of which bears a direct relationship to our stock price. Additionally, beginning in fiscal 2021, we deliver one-third of each of our NEOs’ equity compensation in the form of performance stock units, further strengthening our NEOs’ long-term alignment with the interests of our stockholders.

The Compensation Committee annually reviews and analyzes market trends and adjusts the design and operation of our executive compensation program from time to time as it deems necessary and appropriate. While the Compensation Committee considers a multitude of factors in its deliberations, it places no formal weighting on any one factor. As we continue to transition from a newly public company to a more mature public company, the Compensation Committee will evaluate our executive compensation program to ensure that it continues to align with our compensation philosophy and objectives and fuels future growth of the Company.

Fiscal 2021 Business Highlights1

In fiscal 2021, we delivered another strong year of financial performance and execution. Highlights from fiscal 2021 include:

•

Annual recurring revenue (“ARR”)2 increased 75% as compared to our fiscal year ended January 31, 2020 (“fiscal 2020”), and grew to $1.05 billion as of January 31, 2021, of which $449.6 million was net new ARR added in the year.

​

•

Total revenue grew 82% as compared to fiscal 2020 to reach $874.4 million and subscription revenue grew 84% as compared to fiscal 2020 to reach $804.7 million.

​

•

Added 4,465 net new subscription customers, bringing our total customer count to 9,896 subscription customers as of January 31, 2021, representing 82% growth as compared to fiscal 2020.

​

•

Increased customer module adoption: our subscription customers that have adopted four or more modules, five or more modules and six or more modules increased to 63%, 47%, and 24%, respectively, as of January 31, 2021.

​

•

Improved GAAP subscription gross margin to 77% and non-GAAP subscription gross margin to 79%.

​

•

Generated strong cash from operations of $356.6 million and free cash flow of $292.9 million.

​

Fiscal 2021 Executive Compensation Highlights

The Compensation Committee has structured our executive compensation program to ensure that our NEOs are compensated in a manner that delivers pay for sustainable performance, is consistent with competitive pay practices and aligns compensation with stockholder interests. The following are highlights of key compensation actions that were taken with respect to our NEOs for fiscal 2021:

•

First Refresh of Our NEOs’ Equity Awards Since our IPO, Including Performance-Based Equity Awards. In connection with its assessment of our long-term equity incentive program and the overall retentive value of our NEOs’ existing unvested equity incentive awards, the Board, upon recommendation of the Compensation Committee, granted each of our NEOs equity incentive awards in early fiscal 2021, two-thirds of which were granted in the form of service-vesting restricted stock units (RSUs) and one-third of which was granted in the form of performance-vesting restricted stock units (PSUs), which such PSUs vest based on achievement of a rigorous revenue growth performance goal for fiscal 2021. The aggregate target grant date award value was $15.0 million for Mr. Kurtz and $9.0 million for our other NEOs. The equity awards granted to our NEOs in early fiscal 2021 were the first meaningful refresh of their equity incentive awards since prior to our IPO, and the grant of PSUs to our NEOs for the first time in fiscal 2021 reflects our commitment to designing an executive compensation program that emphasizes pay-for-performance. Going forward, we anticipate that the Compensation Committee or the Board will approve the grant of equity incentive awards to our NEOs on an annual basis in the first quarter of each fiscal year. For more information on the equity incentive awards granted to the NEOs in fiscal 2021, please see the section entitled “Analysis of Fiscal 2021 Compensation—Long-Term Equity Incentive Compensation” below.

​

•

CEO Annual Bonus No Longer Discretionary: Prior to fiscal 2021, Mr. Kurtz participated in a discretionary bonus plan established for him by the Compensation Committee. However, in order to further enhance the pay-for-performance nature of our executive compensation program, commencing in fiscal 2021, Mr. Kurtz ceased participation in this discretionary bonus program and instead became eligible to participate in the Company’s Corporate Incentive Plan, a formulaic performance-based cash bonus plan that provides for the payment of cash bonuses based on achievement of pre-established Company ARR goals on a quarterly basis. For more information on the cash incentive awards granted to Mr. Kurtz and our other NEOs in fiscal 2021, please see the section entitled “Analysis of Fiscal 2021 Compensation—Cash Incentive Awards” below.

​

1

A reconciliation of GAAP to non-GAAP financial measures is provided in Appendix A.

​

2

ARR is calculated as the annualized value of our customer subscription contracts as of the measurement date, assuming any contract that expires during the next 12 months is renewed on its existing terms. To the extent that we are negotiating a renewal with a customer after the expiration of the subscription, we continue to include that revenue in ARR if we are actively in discussion with such an organization for a new subscription or renewal, or until such organization notifies us that it is not renewing its subscription.

​

 

Page 24 |

 

Executive Compensation Practices

Our executive compensation program incorporates the following corporate governance best practices designed to protect the interests of our stockholders and are consistent with high standards of risk management. As we continue to transition from a newly public company to a more mature public company, we will continue to evaluate our compensation program relative to our market peers.

Executive Compensation Process

Role of the Compensation Committee and the Board

The Compensation Committee, which is comprised 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 reviews and assesses whether our executive compensation program aligns with our compensation philosophy and objectives, and approves 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, typically during the first quarter of our fiscal year. 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 CEOs’ compensation and approves equity grants to our NEOs.

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 and taking into consideration market practices. 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.

 

| Page 25

 

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 2021, the Compensation Committee engaged Compensia, Inc. (“Compensia”) to provide independent advice on matters relating to our executive compensation program, including information regarding competitive market practices, assessments and trends and advice relating to the design and structure of our executive compensation program. Compensia also updates the Compensation Committee on corporate governance and regulatory issues and developments. A representative of Compensia attends meetings of the Compensation Committee as requested and also communicates with the Compensation Committee chair outside of meetings. 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 below.

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.

Peer Group

For purposes of comparing our executive compensation program against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a specified group of peer companies. The Compensation Committee, with the assistance of Compensia, developed and approved the following compensation peer group for purposes of understanding the competitive market for executive talent for the purposes of fiscal 2021 compensation decisions:

Fiscal 2021 Peer Group Companies

The companies in this compensation peer group were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined using the following criteria:

•

similar size, as measured by revenue and market capitalization;

​

•

similar industry, business model and/or product;

​

•

headquartered in the United States and traded on a major stock exchange;

​

•

preference for high annual revenue growth companies; and

​

•

preference for “software-as-a-service” ​(SaaS) and internet/network security software companies and companies who completed an IPO prior to 2019 and on or around the time of our IPO.

​

The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition as necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the compensation peer group.

Compensation-Setting Process and Competitive Positioning

When determining recommendations for our NEOs’ fiscal 2021 compensation levels, the Compensation Committee reviewed base salary, target annual incentive compensation opportunity, target total short-term compensation (i.e., base salary plus target incentive opportunity),

 

Page 26 |

 

annual long-term incentive, and total direct compensation values for our NEOs and those of similarly situated executives of our compensation peer group. Compensia provided data at the 25th, 50th, 60th, and 75th percentiles for such compensation, which our Compensation Committee used as a reference. In addition, in connection with its assessment of annual long-term incentives to be granted to our NEOs, the Compensation Committee reviewed the overall retentive value of our NEOs’ existing unvested equity incentive awards on both a stand-alone basis. The Compensation Committee considers such data relevant to, but not determinative of, its consideration of overall executive compensation matters. The Compensation Committee does not benchmark any compensation element to a specific percentile, and the Compensation Committee instead establishes our NEOs’ compensation at levels it deems appropriate after considering other factors, including each of our NEOs’ contributions, our short-term and long-term objectives, retention considerations and prevailing market conditions.

Analysis of Fiscal 2021 Compensation

Compensation Elements

Our executive compensation program for fiscal 2021 generally consisted of the following primary elements:

Our executive compensation philosophy provides 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 variable compensation (i.e., annual cash bonuses and long-term equity incentive awards).

Each of the above-described compensation elements for our NEOs for fiscal 2021 is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation philosophy and objectives.

Base Salary

We believe that a competitive base salary is a necessary element of our executive compensation program in order to attract and retain top performing senior executives, including our NEOs. Base salaries provide a fixed source of compensation to our NEOs, allowing them a modest degree of certainty relative to the significant portion of their compensation that is based on performance or dependent on our stock price.

 

| Page 27

 

Base salaries for our NEOs are also intended to be competitive with those received by other individuals in similar positions at the companies with which we compete for talent, as well as equitable internally across our executive team.

The Compensation Committee reviews the base salaries of our NEOs annually and makes adjustments to base salaries as it determines to be necessary or appropriate. To the extent base salaries are adjusted, the amount of any such adjustment would reflect a review of competitive market data, consideration of relative levels of pay internally, individual performance of the executive, and any other circumstances that the Compensation Committee determines are relevant.

In early fiscal 2021, the Compensation Committee reviewed the base salaries of our NEOs, taking into consideration a competitive market analysis performed by Compensia, which included a review of the market data of the compensation peer group for our executive officer positions, as well as broader technology company survey data and an evaluation of how the compensation we pay our executive officers compares both to our performance and to our peers. The Compensation Committee also considered the recommendations of our CEO (except with respect to his own base salary), as well as the other factors described above. Consistent with our intended approach to provide compensation competitive with peer group companies, upon the recommendation of the Compensation Committee, the Board approved an increase in the annual base salaries of our NEOs in April 2020 as set forth in the table below.

Fiscal 2021 Base Salary Increases

(1)

The increases to the base salaries for fiscal 2021 were effective as of February 1, 2020.

​

Cash Incentive Awards

We use cash incentive awards to motivate our NEOs to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other key goals and initiatives. Consistent with our executive compensation philosophy, these cash incentive awards are intended to offer market competitive incentive opportunities to our NEOs.

For fiscal 2021, each of Messrs. Kurtz, Podbere and Black were eligible to participate in the Company’s Corporate Incentive Plan (“CIP”). Prior to fiscal 2021, Mr. Kurtz participated in a discretionary bonus plan established for him by the Compensation Committee. Beginning in fiscal 2021, Mr. Kurtz ceased participation in the discretionary bonus program and became eligible to participate in the CIP in order to further enhance the pay-for-performance nature of our executive compensation program.

Messrs. Henry and Carpenter do not participate in the CIP but instead participate in the CrowdStrike Commission Plan (“Commission Plan”). The Compensation Committee has determined that given their respective roles and their focus on driving sales and supporting customer needs, Messrs. Henry and Carpenter should have short-term incentive opportunities that more closely align with those of their respective teams.

Fiscal 2021 CIP

The CIP is a formulaic, performance-based cash bonus program that the Company maintains for the benefit of our non-sales and corporate employees, including our NEOs. Each eligible NEO has a specified target bonus opportunity under the CIP equal to a specified percentage of his annual base salary. In early fiscal 2021, the Compensation Committee conducted an assessment of the target bonus opportunities of our NEOs in consultation with Compensia, and reviewed market data, relative levels of responsibility across the Company, tenure, and other relevant factors.

 

Page 28 |

 

In April 2020, upon the recommendation of the Compensation Committee, the Board approved the CIP for fiscal 2021 and established the target incentive opportunity for each NEO for fiscal 2021, as set forth in the table below.

Target Bonus Opportunities: Fiscal 2020 vs. Fiscal 2021

(1)

Reflected as a percentage of the applicable NEO’s annual base salary for the relevant fiscal year.

​

The actual bonus payable under the CIP for each of our NEOs for fiscal 2021 is based solely on the company’s achievement of an ARR performance metric. We used ARR as the sole metric for purposes of determining our eligible NEO’s CIP award for fiscal 2021 because we believe this “top-line” revenue performance metric is the primary financial indicator of our growth and stockholder value creation, and is what our investors and our peers look to measure success in our industry. For purposes of our CIP, ARR may be adjusted to exclude the value associated with subscription contracts from certain acquisitions. In fiscal 2021, ARR excluded the impact of subscription contracts relating to the Preempt Security acquisition.

Achievement of the ARR performance metric under the CIP is calculated on a fiscal quarter-to-quarter basis to measure sales growth each quarter. That is, the Board establishes an ARR goal for each fiscal quarter and an incentive pool under the CIP is then funded based on actual achievement for the relevant fiscal quarter relative to the pre-established ARR goal for such quarter. The Compensation Committee believes that the quarterly measurement and payout periods under the CIP serve to drive performance that is in line with the cycle of our business, and believes that recognizing and rewarding quarterly achievement of ARR goals more rapidly fosters future growth of our business.

Under the fiscal 2021 CIP, for each fiscal quarter, an incentive pool was funded based on actual achievement of the ARR performance goal for such quarter. If achievement was below 80% of the ARR target, the incentive pool was not funded and no CIP bonuses would be awarded for that fiscal quarter. If actual achievement of the ARR goal for the relevant fiscal quarter was at or above 80% of the ARR target, the pool was funded for the relevant quarter using a “pool funding factor” at the same percentage as the quarterly ARR was achieved relative to the ARR target. Earned CIP bonuses are generally paid within 60 days following the end of the applicable fiscal quarter.

The actual level of attainment of ARR is set forth in the table below. We are not disclosing target ARR or the funding levels because these amounts represent confidential financial information, the disclosure of which would result in competitive harm (for example, by providing insight into our forecasting practices and sales strategies).

On average, CrowdStrike achieved 106.9% of the quarterly target ARR goals during the fiscal year. Based on the achievement levels under the CIP, each of our NEOs earned aggregate CIP bonuses for fiscal 2021 as set forth in the table below.

 

| Page 29

 

Fiscal 2021 Commission Plan

Messrs. Henry and Carpenter participate in the Company’s Commission Plan, which is designed to reward sales employees for driving financial results and supporting customer needs which fuel our growth.

Under the Commission Plan, each of Messrs. Henry and Carpenter is eligible to receive a target annual commission incentive based on a specified percentage of his base salary. Commissions are earned based on the annual contract value (“ACV”) (i.e., the value of the contract the customer committed to for the first 12 months of the contract period) of the individual’s achieved “bookings” for pre-established product and/or service goals (each of which is assigned an annual target quota) and, for Mr. Henry, achievement of certain individual discretionary management by objective (“MBO”) performance goals. We use ACV as it represents sales to new or existing customers that results in incremental or ongoing ARR.

The actual amount of the individual’s commission incentive for fiscal 2021 was determined based on the achieved ACV of the bookings and the specified commission rate for the applicable product or service goal, as well as achievement of the MBOs, if applicable. For certain goals, the commission rate increases based on the individual’s level of achieved bookings above the target annual quota for such goal. In order to earn a commission, the individual must be employed by the Company on the date of the booking. Earned commissions are paid out on a quarterly basis.

We are not disclosing the target annual quotas, commission rates, or actual bookings in fiscal 2021, because these amounts represent confidential information, the disclosure of which would result in competitive harm (for example, by providing competitors insight into our sales strategy and business operations).

Mr. Henry

For fiscal 2021, Mr. Henry’s target annual commission incentive was $550,000, of which 85% was tied to formulaic product or service goals, including (i) the ACV of cross-sales from service bookings (i.e., net new platform sales cross-sold from a services engagement during the fiscal year), (ii) the ACV of services bookings (i.e., sales of professional services offerings) and (iii) the ACV of new logo sponsor bookings (i.e., new logo subscription bookings closed during the fiscal year sourced directly by Mr. Henry). Target annual quotas were set for each goal, along with a base annual commission rate for bookings up to the target annual quota. The commission rate for bookings in excess of the target annual quota increased based on a sliding-scale of up to 250% of the base commission rate specified for bookings above 110% of the target annual quota. In fiscal 2021, Mr. Henry achieved 222.4% of the cross-sales from service bookings goal, 140.6% of the services bookings goal, and 136.8% of the new logo bookings goal.

The remaining 15% of Mr. Henry’s target annual commission incentive was based on achievement of discretionary MBOs, including the participating in speaking engagements and other business events, business development meetings, media interviews and other Company events. During fiscal 2021, Mr. Henry participated in over 65 speaking and media engagements and hosted a number of events, including CXO summits. As a result, Mr. Henry achieved 100% of the MBO component of his fiscal 2021 target commission incentive.

Mr. Carpenter

For fiscal 2021, Mr. Carpenter’s target annual commission incentive was $550,000, which was tied to “new platform ACV” bookings (i.e., platform sales to new or existing customers that result in additional incremental ARR from the customer) and services booking goals. Target annual quotas were set for each goal, along with a base annual commission rate for bookings up to the target annual quota. The base commission rate for new platform ACV bookings increased based on a sliding-scale for achievement of the target annual quota at 100% or above. In fiscal 2021 Mr. Carpenter achieved 131.7% of the new platform ACV bookings goal and 145.8% of the services bookings goal.

In addition, in order to promote the creation of long-term, sustainable customer relationships, Mr. Carpenter is also eligible to earn commission incentives based on goals that are tied to longer-term customer contracts. Specifically, Mr. Carpenter is eligible to earn commissions on (i) “New Platform TCV Out Years,” which represents the total contract value of a new platform contract sale that the customer committed to beyond the first 12-months of the contact period, (ii) “Renewal ACV,” which represents the ACV of a renewal booking that results in the same or less ARR with the same customer, and (iii) “Renewal TCV Out Years,” which represents the total contract value of a renewal booking that the customer committed to beyond the first 12-months of the contract.

 

Page 30 |

 

The table below sets forth the actual amount of commission incentives earned by each of Messrs. Henry and Carpenter under the Commission Plan for fiscal 2021.

Long-Term Equity Incentive Compensation

We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program to reinforce our pay for performance culture to further align the interests of our NEOs with those of our stockholders, as well as to foster continued retention of our NEOs in a competitive talent market.

Accordingly, in early fiscal 2021, the Compensation Committee considered the factors described above in “— Executive Compensation Procedures—Compensation-Setting Process and Competitive Positioning”, and recommended for approval to the Board, and the Board approved, the grant of equity incentive awards to our NEOs in fiscal 2021. The fiscal 2021 equity awards granted to our NEOs were granted under our 2019 Plan, two-thirds (2/3) in the form of RSUs and one-third (1/3) in the form of PSUs. These awards serve to further align the interests of our NEOs with those of our stockholders, as the ultimate value received depends on the share price on the vesting date and, in the case of the PSUs, the level of attainment of the specified performance goal. In addition, while grants of RSUs do not have explicit performance-vesting conditions, the ultimate value realized by the NEOs from the RSUs (as well as PSUs) is directly related to our growth and future stock price appreciation.

When determining the size and mix of the equity incentive awards granted to our NEOs in fiscal 2021, the Compensation Committee considered the fact that our NEOs have not had a meaningful refresh of their equity incentive awards since September 2018 (for our NEOs other than our CEO) and October 2018 (for our CEO), prior to our IPO. Specifically, the Compensation Committee evaluated the overall retentive value of our NEOs’ existing unvested equity incentive awards (on both a stand-alone basis and on relative basis to similarly situated peer company executives), including the fact that a substantial portion of the NEOs’ existing equity awards had recently vested and no longer served as a retention tool. As a result, the Board, upon the recommendation of the Compensation Committee, approved the grant of RSU and PSU awards to our NEOs in fiscal 2021, the target grant date values of which are set forth in the table below.

Fiscal 2021 Equity Incentive Awards(1)

(1)

The amounts in this table reflect the target grant date values of the RSU and PSU awards granted to the NEOs in fiscal 2020, and do not represent the actual economic value that may be realized by the NEOs. The actual number of RSUs and target PSUs that was granted to each NEO in fiscal 2021 was determined by reference to the average of the closing price of a share for each of the trading days in the month of March 2020. For more information on the equity incentive awards granted to the NEOs in fiscal 2021, please see the “Grants of Plan-Based Awards Table for Fiscal 2021” below.

​

The RSUs and PSUs granted to our NEOs in fiscal 2021 service-vest over a four-year period, with 25% of the award service-vesting on the first anniversary of the applicable vesting commencement date and the remaining 75% of the award service-vesting on a fiscal quarterly basis thereafter, in each case provided the NEO remains employed with the Company though each vesting date.

The fiscal 2021 PSUs reflect the right to receive between 0% and 130% of the target number of PSUs granted to the NEO and are earned based on the Company’s achievement of a specified revenue growth metric—i.e., the growth of the Company’s revenue for fiscal 2021 relative to the Company’s revenue for fiscal 2020. The table below sets forth the performance goal “achievement percentage” for the fiscal 2021 PSUs based on the corresponding level of revenue growth. There will be linear interpolation (rounded to two decimal places) to derive the

 

| Page 31

 

achievement percentage for any actual achievement of revenue growth not expressly set forth in the table below, and any resulting fractional shares will be rounded down to the nearest whole share. In the event that revenue growth for fiscal 2021 is less than 35%, the PSU will be forfeited in its entirety.

(1)

“Revenue” is defined to mean the total revenue of the Company (determined on a consolidated basis and with respect to both aggregate subscription revenue and professional services revenue of the Company) for the applicable measurement period, as determined by the Compensation Committee.

​

For fiscal years commencing after fiscal 2021, we anticipate that the Compensation Committee or the Board will approve equity incentive awards to our NEOs on an annual basis, which we anticipate will generally be made on a regular schedule in the first quarter of each fiscal year.

401(k) Plan

We maintain a tax-qualified 401(k) retirement plan (“401(k) plan”) that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees can participate in the 401(k) plan as of their start date, and participants are able to defer up to 100% of their eligible compensation subject to applicable annual IRC limits. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make matching contributions and profit-sharing contributions to eligible participants, and effective January 1, 2020, we match 50% of the first 2% of compensation contributed by participants up to the maximum amount permitted under the IRC.

Employee Stock Purchase Plan

We offer our eligible employees, including our eligible NEOs, the opportunity to purchase shares of our common stock at a discount under the CrowdStrike Holdings, Inc. 2019 Employee Stock Purchase Plan (“ESPP”). Pursuant to the ESPP, all eligible employees, including our NEOs, may allocate up to 15% of their eligible compensation to purchase shares of our common stock, subject to specified limits. The ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length and is comprised of four purchase periods of approximately six months in length. The purchase price of the shares will be 85% of the lower of the fair market value of our Class A common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period.

Health and Welfare Benefits

In addition, we provide other benefits to our NEOs on the same basis as all of our full-time employees. These benefits include health, dental and vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. We also provide vacation and other paid holidays to all employees, including our NEOs.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we provide perquisites or other personal benefits to our NEOs in limited circumstances, such as where we believe it is appropriate to assist an individual in the performance of his duties, to make our executive team more efficient and effective or for recruitment or retention purposes. All future practices with respect to perquisites or other benefits for our NEOs are subject to review and approval by the Compensation Committee and/or the Board.

Offer Letters & Employment Arrangements

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, as well as severance protections in certain circumstances, as described in more detail in the “Potential

 

Page 32 |

 

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.

Anti-Hedging and Pledging Policy

The Company’s insider trading policy prohibits all of our directors, officers and employees, including the Company’s NEOs, from trading derivative securities of CrowdStrike, short selling, pledging, or purchasing our securities on margin or holding our securities in a margin account, except in the case of pledging our securities or holding them in a margin account with the express advance permission of the Vice President or General Counsel within the Legal Department. No shares of the Company beneficially owned by any director, officer or employee are pledged or held in a margin account.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the IRC (Section 162(m)) generally imposes a $1 million cap on the federal income tax deduction for compensation paid to our “covered employees” ​(including our CEO) during any fiscal year. Under certain transition relief provided under Section 162(m), as a newly public company, compensation paid pursuant to a compensation plan that was in existence before the effective date of our IPO will not be subject to the $1 million limitation under Section 162(m) until the earliest of: (i) the expiration of the compensation plan, (ii) a material modification of the compensation plan (as determined under Section 162(m)), (iii) the issuance of all the employer stock and other compensation allocated under the compensation plan, or (iv) the first meeting of stockholders at which directors are elected after the close of the third calendar year following the year in which the IPO occurs. Notably, while Section 162(m) was amended by the Tax Cuts and Jobs Act of 2017 (“TCJA”), which, among other things, generally eliminated this IPO transition relief, because our IPO occurred before December 20, 2019, we may still avail ourselves to the IPO transition relief under Section 162(m).

While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, and, in the exercise of its business judgment and in accordance with its compensation philosophy, the Compensation Committee retains the flexibility to award compensation even if the compensation is not deductible by us for tax purposes, and to modify compensation that was initially intended to be tax deductible if it determines such modifications are consistent with our business needs.

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.

Compensation Risk Assessment

In consultation with management and Compensia, in April 2021, our Compensation Committee assessed our compensation plans, policies and practices for our NEOs and concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company. This risk assessment included, among other things, a review of our cash and equity incentive-based compensation plans to ensure that they are aligned with our company performance goals and overall target total direct compensation to ensure an appropriate balance between fixed and variable pay components. Our Compensation Committee conducts this assessment annually.

 

| Page 33

 

Compensation Committee Report

The Compensation Committee has reviewed and discussed this CD&A with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021.

Respectfully submitted by the members of the Compensation Committee of the Board.

Sameer K. Gandhi (chairperson)
Cary J. Davis
Joseph E. Sexton

 

Page 34 |

 

Executive Compensation Tables

Fiscal 2021 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, 2021, 2020 and 2019.

(1)

This amount represents discretionary bonuses paid to Mr. Kurtz.

​

(2)

The amounts disclosed represent the grant date fair value of the RSUs, PSUs, and stock options 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 restricted stock units or stock options, the exercise of the stock options, or the sale of any common stock acquired under such restricted stock units or stock options.

​

The amounts for the PSU awards 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. For these amounts, see the “Grant Date Fair Value of Stock and Option Awards” column of the “Grants of Plan-Based Awards for Fiscal 2021” table below. The following are the values of the PSU awards granted to the NEOs in fiscal 2021 as of the grant date assuming attainment of the maximum level of performance: Mr. Kurtz ($7,633,351), Mr. Podbere ($4,579,952), Mr. Black ($4,579,952), Mr. Henry ($4,579,952), and Mr. Carpenter ($4,579,952).

For additional information on how we account for equity-based compensation, see Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2021, which was filed with the SEC on March 18, 2021.

(3)

For Messrs. Kurtz, Podbere and Black, the amounts reported for fiscal 2021 reflect the bonus payments received by such NEOs under the CIP in respect of fiscal 2021 performance. For Messrs. Henry and Carpenter, the amounts reported for fiscal 2021 reflect the commission incentives earned by each of Messrs. Henry and Carpenter under the Commission Plan for fiscal 2021.

​

(4)

These amounts represent supplementary benefits including the dollar value of employer costs for life insurance and a 401(k) match.

​

(5)

As part of our sales and marketing activities, we sponsor a CrowdStrike-branded professional racing car, which Mr. Kurtz drives in some races in lieu of us hiring a professional driver. As we do not incur any incremental cost under these arrangements, we have not reported any resulting compensation to Mr. Kurtz.

​

(6)

Mr. Kurtz serves on our Board but is not paid additional compensation for such service.

​

(7)

These amounts also include airfare and hotel expenses paid by the Company for the executives’ spouses to attend our sales and marketing events.

​

(8)

Messrs. Henry and Carpenter were not considered NEOs for the fiscal years ended January 31, 2020 and 2019. Accordingly this table does not include compensation for Messrs. Henry and Carpenter during those years.

​

 

| Page 35

 

Grants of Plan-Based Awards for Fiscal 2021

The following table sets forth certain information regarding grants of plan-based awards to our NEOs for fiscal 2021 under our compensation programs and plans.