CrowdStrike Holdings, Inc DEF 14A, filed May 6, 2025

CrowdStrike Holdings, Inc. (CRWD)

DEF 14A 2025-05-06 For: 2025-06-18

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Added on June 12, 2026

About this DEF 14A

CrowdStrike Holdings, Inc filed this DEF 14A on May 6, 2025.

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				Time and Date:			8:00 a.m. Pacific Time Wednesday, June 18, 2025
				Virtual Meeting:			www.virtualshareholdermeeting.com/CRWD2025

	Items of Business	Board Recommendation	Further Details
1.	Elect nominees Cary J. Davis, George Kurtz and Laura J. Schumacher to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders.	“FOR” all nominees	Page 5
2.	Ratify the selection of PricewaterhouseCoopers LLP as CrowdStrike’s independent registered public accounting firm for its fiscal year ending January 31, 2026.	“FOR”	Page 24

Proposal		Board Recommendation
1.	Elect nominees Cary J. Davis, George Kurtz and Laura J. Schumacher to the Board of Directors to hold office until the 2028 Annual Meeting of Stockholders.	FOR all nominees
2.	Ratify the selection of PricewaterhouseCoopers LLP as CrowdStrike’s independent registered public accounting firm for its fiscal year ending January 31, 2026.	FOR

	Page
Proposal 1 Election of Directors		5
Skills and Experience		6
Nominees for Director and Continuing Directors		7
Information Regarding the Board of Directors and Corporate Governance		12
Independence of the Board of Directors		12
Board Leadership Structure		12
Role of the Board in Risk Oversight		13
Family Relationships		13
Meetings of the Board of Directors		13
Information Regarding Committees of the Board of Directors		13
Audit Committee		14
Report of the Audit Committee of the Board of Directors		14
Compensation Committee		15
Compensation Committee Interlocks and Insider Participation		15
Nominating and Corporate Governance Committee		16
Transaction Committee		17
Stockholder Communications with the Board of Directors		17
Stockholder Engagement		17
Corporate Governance Guidelines and Code of Business Conduct and Ethics		18
Insider Trading Policy		18
Equity Grant Practices		18
Environmental, Social and Governance		18

	Page
Director Compensation		22
Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm		24
Principal Accountant Fees and Services		24
Pre-Approval Policies and Procedures		25
Executive Compensation Discussion and Analysis		26
Pay Ratio Disclosure		41
Executive Compensation Tables		42
Equity Compensation Plan Information		51
Security Ownership of Certain Beneficial Owners and Management		52
Delinquent Section 16(a) Reports		54
Legal Proceedings		54
Transactions with Related Parties and Indemnification		54
Householding of Proxy Materials		57
Questions and Answers about these Proxy Materials and Voting		58
Other Matters		62
Appendix A: Non-GAAP Financial Measures		A-1

				By Order of the Board of Directors
				George Kurtz President, Chief Executive Officer and Director

Chair Compensation Committee	Cary J. Davis
Chair Compensation Committee	Background Mr. Davis, 58, has served on our board of directors since July 2013. ➢ Mr. Davis is a Managing Director at Warburg Pincus, which he joined in October 1994, where he focuses on investments in the software and financial technology sectors. ➢ Prior to joining Warburg Pincus, he was Executive Assistant to Michael Dell at Dell Inc., a multinational computer technology company, and a consultant at McKinsey & Company, a worldwide management consulting firm. ➢ Mr. Davis currently serves on the boards of directors of Clearwater Analytics Holdings, Inc., a Software-as-a-Service investment data platform company, and several privately held companies. ➢ Mr. Davis previously served on the board of directors of Cyren, a cybersecurity company.
Education		Qualifications
• Mr. Davis holds a B.A. in Economics from Yale University and an MBA from Harvard Business School.		Mr. Davis brings to the Board and the Compensation Committee extensive business and investment expertise and his knowledge of our company and our industry.

Transaction Committee	George Kurtz
Transaction Committee	Background Mr. Kurtz, 54, is our founder and has served as our Chief Executive Officer, President and a member of our board of directors since November 2011. ➢ From October 2004 to October 2011, Mr. Kurtz served in executive roles at McAfee, Inc., a security technology company, including as Executive Vice President and Worldwide Chief Technology Officer from October 2009 to October 2011. ➢ In October 1999, Mr. Kurtz founded Foundstone, Inc., a security technology company, where he served as its Chief Executive Officer until it was acquired by McAfee, Inc. in October 2004. ➢ Since November 2017, he has also served as Chairman and as a board member for the CrowdStrike Foundation, a nonprofit established to support the next generation of talent and research in cybersecurity and artificial intelligence through grants and other activities. ➢ He served on the board of directors of Hewlett Packard Enterprise, an enterprise information technology company from June 2019 until April 2023.
Education		Qualifications
• Mr. Kurtz holds a B.S. in Accounting from Seton Hall University. Mr. Kurtz also holds a CPA license from the State of New Jersey with an inactive status.		The Board believes Mr. Kurtz provides valuable insight to the Board and the Transaction Committee as a security industry pioneer with more than 30 years of experience in the security space, a technology business leader, and as an accomplished entrepreneur who has accumulated extensive perspective, operational insight, and expertise as our founder, Chief Executive Officer and President.

Chair Nominating and Corporate Governance Committee	Laura J. Schumacher
Chair Nominating and Corporate Governance Committee	Background Ms. Schumacher, 61, has served on our board of directors since November 2020. ➢ From December 2018 to December 2022, Ms. Schumacher served as the Vice Chairman, External Affairs and Chief Legal Officer of AbbVie, Inc. ➢ Prior to that, Ms. Schumacher served as Executive Vice President, External Affairs, General Counsel and Corporate Secretary of AbbVie, Inc. ➢ Prior to AbbVie’s separation from Abbott Laboratories, Ms. Schumacher served in various leadership positions at Abbott, including as Executive Vice President, General Counsel from 2007 to 2012. ➢ Ms. Schumacher currently serves on the board of directors of General Dynamics Corporation, a global aerospace and defense company; the Board of Trustees for Ronald McDonald House Charities; and the Notre Dame College of Science Advisory Board.
Education		Qualifications
• Ms. Schumacher holds a B.B.A. from the University of Notre Dame and a J.D. from the University of Wisconsin at Madison.		Ms. Schumacher brings to the Board and Nominating and Corporate Governance Committee extensive experience with respect to risk management and the types of legal and regulatory risks facing public companies, as well as an important understanding of corporate governance matters and complex corporate transactions.

	Johanna Flower
	Background Ms. Flower, 50, has served on our board of directors since January 2023. ➢ From January 2022 to November 2022, Ms. Flower served as CrowdStrike’s Chief Marketing Officer, a role she previously held from November 2014 to August 2020. ➢ From June 2000 to June 2014, Ms. Flower served in various executive roles at Websense Inc., a cybersecurity software company now known as Forcepoint, LLC, where she served most recently as Senior Vice President and Chief Marketing Officer. ➢ Ms. Flower currently serves on the board of directors of Freshworks, Inc., a provider of modern Software-as-a-Service products, and several privately held companies. ➢ Ms. Flower previously served on the board of directors of ForgeRock, Inc., a digital identity technology company.
Education		Qualifications
• Ms. Flower holds a B.A. in Business Administration from the University of Brighton, United Kingdom.		Ms. Flower brings to the Board extensive cybersecurity, go-to-market and modern governance experience, and knowledge of our company.

Nominating and Corporate Governance Committee	Denis J. O’Leary
Nominating and Corporate Governance Committee	Background Mr. O’Leary, 68, has served on our board of directors since December 2011. ➢ Mr. O’Leary has been a private investor since January 2016. ➢ From September 2009 to February 2016, he served as co-managing partner of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations. ➢ From June 1978 to April 2003, Mr. O’Leary was with JPM Chase & Co., an investment bank and financial services company, where he served in various executive roles, including Corporate Treasurer, CIO, and Head of Retail and Small Business Banking. ➢ Mr. O’Leary previously served as a director and chairman of the board of directors of Fiserv, Inc., a public provider of financial services technology and as a member of the board of directors of Ventiv, Inc., a privately held software company.
Education		Qualifications
• Mr. O’Leary holds a B.A. in Economics from the University of Rochester and an MBA from New York University.		Mr. O’Leary brings to the Board and the Nominating and Corporate Governance Committee extensive investment and financial experience, executive experience with global businesses, and knowledge of our company.

Audit Committee	Godfrey R. Sullivan
Audit Committee	Background Mr. Sullivan, 71, has served on our board of directors since December 2017. ➢ From September 2008 to November 2015, he served as President and Chief Executive Officer of Splunk, Inc., a provider of machine data analytics software, and served on the board of directors of Splunk, Inc. from 2011 to 2019. ➢ From 2001 to 2004 he served as President and Chief Operating Officer, and from 2004 to 2007 as President, Chief Executive Officer and a member of the board of directors of Hyperion Solutions, an enterprise financial analytics company. ➢ Mr. Sullivan currently serves on the board of directors of Marqeta, Inc., a modern card issuing company and GitLab, Inc., a DevOps software company. ➢ He previously served on the board of directors of Citrix Systems, Inc., an enterprise software company; Informatica Corporation, an enterprise data management company; People.ai, a privately held Al revenue intelligence platform company; and RingCentral, Inc., a provider of cloud-based communications and collaboration solutions.
Education		Qualifications
• Mr. Sullivan holds a B.B.A. from Baylor University.		The Board believes Mr. Sullivan’s perspective and experience as a former chief executive officer of other publicly traded companies and his experience as an executive and as a member of the board of directors of other companies in the enterprise software industry benefit the Board and the Audit Committee.

Chair Audit Committee; Compensation Committee (3)	Roxanne S. Austin
Chair Audit Committee; Compensation Committee (3)	Background Ms. Austin, 64, has served on our board of directors since September 2018. ➢ Ms. Austin has served as President of Austin Investment Advisors, a private investment and consulting firm, since January 2004. Ms. Austin also served as chair of the U.S. Mid-Market Investment Advisory Committee of EQT Partners, a private equity group, from 2017 – 2023. ➢ Ms. Austin currently serves on the boards of directors of AbbVie Inc., a biopharmaceutical company; Freshworks, Inc., a provider of modern Software-as-a-Service products; and Verizon Communications, a telecommunications company. ➢ She previously served on the board of directors of Abbott Laboratories, a provider of pharmaceuticals, medical devices and nutritional products; Teledyne Technologies Incorporated, an industrial conglomerate; LM Ericsson Telephone Company, a networking and telecommunications company; and Target Corporation, a department store retailer.
Education		Qualifications
• Ms. Austin holds a B.B.A. in Accounting from the University of Texas at San Antonio. • Ms. Austin is a member of the California State Society of Certified Public Accountants and the American Institute of Certified Public Accountants.		Ms. Austin’s extensive management and operating experience with global companies in innovative industries, financial expertise including financial statements, corporate finance and accounting matters, and corporate governance experience make her instrumental to our Board, Audit Committee and Compensation Committee.

Compensation Committee; Transaction Committee	Sameer K. Gandhi
Compensation Committee; Transaction Committee	Background Mr. Gandhi, 59, has served on our board of directors since August 2013. ➢ Mr. Gandhi is currently a partner at Accel, a venture capital firm he joined in June 2008, focusing on consumer, cloud/SaaS and media companies. ➢ He is responsible for Accel’s investments in Spotify, Dropbox, Flipkart and Venmo, among others throughout his 25 years of investing. ➢ Mr. Gandhi currently serves on the board of Freshworks, Inc., a provider of modern Software-as-a-Service products, as well as on the boards of several privately held companies.
Education		Qualifications
• Mr. Gandhi has a B.S. in Electrical Engineering and an M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology, and an MBA from the Stanford Graduate School of Business.		The Board believes Mr. Gandhi’s extensive knowledge of our company and his experience as an investor, including more than 25 years of investing experience in cybersecurity companies and other technology and media companies that have significant worldwide operations, bring specific expertise to the Board, the Compensation Committee and the Transaction Committee.

Audit Committee; Nominating and Corporate Governance Committee; Transaction Committee	Gerhard Watzinger
	Background Mr. Watzinger, 64, has served as Chairman of our board of directors since April 2012. ➢ From April 2013 to September 2013, he served as the Chief Executive Officer for IGATE Corporation, an IT services company. ➢ Mr. Watzinger served as the Executive Vice President for Corporate Strategy and Mergers & Acquisitions of the McAfee business unit of Intel Corporation (“Intel”) a designer and manufacturer of digital technology platforms, until his resignation in March 2012. ➢ Mr. Watzinger joined Intel in February 2011 upon Intel’s acquisition of McAfee. ➢ Mr. Watzinger joined McAfee in November 2007 upon McAfee’s acquisition of SafeBoot Corporation, a global leader in data protection software, where he served as Chief Executive Officer from February 2004 to November 2007. ➢ He currently serves on the board of directors of Invicti Security, an application security company; NinjaOne, an IT management company; and KnowBe4, Inc., a security awareness training company. ➢ He previously served on the board of directors of Mastech Digital, Inc., a digital transformation and information technology services company; TeleSign, a digital identity company; and Absolute Software Corporation, a persistent software company.
Education		Qualifications
• Mr. Watzinger holds an advanced degree in Computer Science from the University of Applied Sciences in Munich.		Mr. Watzinger brings to the Board, the Audit Committee, the Nominating and Corporate Governance Committee and the Transaction Committee deep operational expertise in the cybersecurity and IT industries, including experience as a chief executive officer and board member of several information technology companies, as well as extensive perspective and operational insight as our current Chairman.

	Sustainability			As an organization that allows for both remote and hybrid working arrangements, we can hire the best and the brightest wherever they are. This helps reduce our environmental footprint by decreasing long commutes and the impact that comes with operating a large number of physical offices. Furthermore, a majority of our leased offices larger than 2,000 square feet are located in buildings that have received environmental certifications, including Leadership in Energy and Environmental Design (LEED), Building Research Establishment Environmental Assessment Method (BREEAM) and Energy Star certifications. We 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 and have provided funds to partially offset our data center emissions. When feasible, we have chosen servers 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. In fiscal 2025, we worked with Watershed Technology, Inc. to reduce our Scope 2 GHG emissions from electricity consumption by purchasing and retiring high-quality Energy Attribute Certificates (EACs). Furthermore, in January 2024, we submitted our commitment letter to the Science Based Targets initiative (SBTi) committing to set near- and long-term company-wide GHG emission reductions in line with science-based net-zero targets within 24 months of submission. In addition, in connection with Earth Day 2024, CrowdStrike employees engaged in a variety of initiatives, including the Forest Nation Tree Planting Challenge and numerous learning opportunities relating to sustainable action.
	Accessibility			CrowdStrike takes the accessibility of its products seriously, and we review our products for compliance on a recurring basis. In particular, we focus on screen reader compatibility for visually impaired users and color/contrast configurability to optimize our experience for various classes of color-blindness. Our quality assurance team is also trained and equipped to assist with testing for accessibility, and we work with external auditors to help identify any deficiencies. CrowdStrike is committed to expanding our compliance with Web Content Accessibility Guidelines 2.1-AA, Section 508, and EN 301 549. We have invested, and intend to continue to invest in, the ongoing improvement of the accessibility of our products for differently abled users.
	Governance			We strive to maintain high governance standards. Our commitment to effective corporate governance is illustrated by the following practices: • We have a “one share, one vote” structure (our dual class structure was sunset in fiscal 2025). • Seven out of nine of our directors are independent. • The Chairperson of our Board is independent. • Our Audit, Compensation and Nominating and Corporate Governance committees are comprised of independent directors. • Our Board and Audit, Compensation and Nominating and Corporate Governance committees perform annual self-assessments. • The leadership structure of our Board is reviewed annually. • Our independent directors regularly meet in executive session.

				• Our Board and Board committees may hire outside advisors independently of management. • Our insider trading policy contains anti-hedging and anti-pledging provisions. • We have not adopted a “poison pill” stockholder rights plan.
	Data Privacy and Protection			At CrowdStrike, we are in the business of data protection. We have a dedicated privacy team that partners with our security and legal teams to maintain a comprehensive program. We believe that cybersecurity is fundamental to data protection, and proper data protection is critical for all. We understand profoundly how critical cybersecurity is, not only to compliance but to protecting privacy. This is why we: • Develop innovative technologies designed to stop breaches and protect our customers. • Uphold the privacy principles of lawfulness, fairness and transparency, purpose limitation, data minimization, accuracy and accountability. • 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 who handle personal data. • 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. • Maintain global privacy notices designed to inform our employees and our customers of our commitments.
	Information Security			CrowdStrike maintains an information security program, which is supervised by the Chief Information Security Officer whose team is responsible for managing enterprise-wide cybersecurity strategy, policy, standards, and architecture. The information security team is made up of industry experts from varied technology specialties and located throughout the world. This multidisciplinary team is organized into multiple sub-teams focused on implementing defensive measures, validating security controls, and simulating attacks to test defenses, and is engaged in a continuous communication feedback loop, designed with the same guiding security principles and industry-leading tooling that we bring to all of our customers. Some information security program highlights include: • We maintain a 24x7x365 staffing program, resulting in rapid security incident response times and resolution. • Through the utilization of automation, our security teams are able to effectively scale security operational presence across the organization, reducing human error and freeing up staff to focus on higher value, higher-priority work. • Zero Trust security framework principles are utilized to minimize the risk of unauthorized access to sensitive data and applications by implementing strict access controls and authentication mechanisms. • Our teams engage in cross-organization exercises to ensure response plans are clearly established. • CrowdStrike personnel, including certain contractors, undergo background checks where permitted by law.

				• Our programs and systems undergo rigorous audits (including SOC II and FedRAMP) by independent organizations which help validate the security posture. • The Security Architecture team is engaged to ensure that security considerations are systematically incorporated into operations to promote secure business growth. • Our internal security testing team engages with external parties to validate our external and internal security posture through bi-annual penetration testing led by top-tier security firms as well as actively engaging with the researcher community via the CrowdStrike Bug Bounty program. • All CrowdStrike employees are required to take annual information security and compliance training.
	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. CrowdStrike funds a variety of scholarships and grants to help develop the next generation of talent and resources in cybersecurity and artificial intelligence (“AI”) across the globe through the CrowdStrike Foundation (our donor advised fund managed by Charities Aid Foundation), corporate-directed giving and corporate-matching. Major programs include: • NextGen Scholarship Program for undergraduate and graduate students studying cybersecurity and/or AI. • Philanthropic investments in our communities through our support of more than 100 nonprofits globally, including: Operation Motorsport Foundation, Center for Infrastructure Assurance and Security, India STEM Foundation, SATRO, Raise Mentorship, Cyber Texas, BRDG to Connect, and more. • Paid time off through our CrowdStrike Cares program to support local communities through philanthropy, volunteering, and other activities. In fiscal 2025, CrowdStrike also provided select nonprofit organizations with access to its Falcon platform pro bono.

Name	Fees Earned or Paid in Cash ($) (1)		Stock Awards ($) (2)		Option Awards ($)		All Other Compensation ($) (3)		Total Compensation ($)
Roxanne S. Austin		65,000		249,676		-		20,876		335,552
Cary J. Davis		55,625		249,676		-		-		305,301
Johanna Flower		40,000		249,676		-		29,767		319,443
Sameer K. Gandhi		54,167		249,676		-		-		303,843
Denis J. O’Leary		47,083		249,676		-		-		296,759
Laura J. Schumacher		47,917		249,676		-		-		297,593
Godfrey R. Sullivan		51,458		249,676		-		-		301,134
Gerhard Watzinger		106,458		249,676		-		20,876		377,010

Audit Committee		Meetings in FY2025: 8
Members
➢ Roxanne S. Austin, Chair ➢ Godfrey R. Sullivan ➢ Gerhard Watzinger	Our Audit Committee is comprised of Roxanne S. Austin, Godfrey R. Sullivan, and Gerhard Watzinger, each of whom meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations.
Principal Responsibilities
The Audit Committee is responsible for, among other things:
• selecting and hiring our independent registered public accounting firm;
• evaluating the performance and independence of our registered public accounting firm;
• approving the audit and pre-approving any non-audit services to be performed by our registered public accounting firm;
• reviewing the integrity of our financial statements and related disclosures and reviewing our critical accounting policies and practices;
• reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures;
• discussing with management and, as applicable, our independent registered public accounting firm, our disclosure controls and procedures over environmental and sustainability reporting data and disclosures;
• evaluating the performance of our internal audit function;
• overseeing procedures for the treatment of complaints on accounting, internal accounting controls or audit matters;
• reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports;
• establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
• assessing and managing risks, including with respect to financial accounting, investment, tax, and privacy and cybersecurity matters;
• reviewing and approving in advance any proposed related-person transactions; and
• preparing the Audit Committee report that the SEC requires in our annual proxy statement.
Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our Audit Committee is available on our website at ir.crowdstrike.com.

Nominating and Corporate Governance Committee		Meetings in FY2025: 4
Members
➢ Laura J. Schumacher, Chair ➢ Denis J. O’Leary ➢ Gerhard Watzinger	Our Nominating and Corporate Governance Committee is comprised of Laura J. Schumacher, Denis J. O’Leary and Gerhard Watzinger, each of whom meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations.
Principal Responsibilities
The Nominating and Corporate Governance Committee is responsible for, among other things: • evaluating and making recommendations regarding the composition, organization and governance of our Board and its committees; • reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; • reviewing conflicts of interest of our directors and corporate officers and proposed waivers of our corporate governance guidelines and our code of business conducts and ethics; • reviewing our environmental, social and governance policies, programs and progress to support the sustainable growth of our business; • reviewing our stockholder engagement efforts; and • evaluating the performance of our Board and of our committees.
Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable Nasdaq listing standards. A copy of the charter for our Nominating and Corporate Governance Committee is available on our website at ir.crowdstrike.com.

	Transaction Committee
	In October 2023, our Board established the Transaction Committee to review, evaluate and approve certain potential acquisitions by the Company of businesses, entities or technologies. The Transaction Committee did not hold any meetings during fiscal 2025. Members of the Transaction Committee are not separately compensated for their service on the Transaction Committee.
	Members
	➢ Sameer K. Gandhi ➢ George Kurtz ➢ Gerhard Watzinger			Our Transaction Committee is comprised of Sameer K. Gandhi, George Kurtz and Gerhard Watzinger.

Name	Shares of Common Stock Received
Cary J. Davis		157
Johanna Flower		113
Sameer K. Gandhi		153
Denis J. O’Leary		133
Laura J. Schumacher		134
Gerhard Watzinger		302

Name	Shares Underlying Stock Awards (1)		Shares Underlying Options (2)
Roxanne S. Austin		641		107,188
Cary J. Davis		641		-
Johanna Flower		1,879		-
Sameer K. Gandhi		641		-
Denis J. O’Leary		641		-
Laura J. Schumacher		641		-
Godfrey R. Sullivan		641		-
Gerhard Watzinger		641		-

	Fiscal Year (in thousands)
	2025			2024
Audit Fees (1)		$	5,643		$	3,854
Audit-related Fees (2)			-			-
Tax Fees (3)			604			593
All Other Fees (4)			2			7
Total Fees		$	6,249		$	4,454

	Page
1 — Business Performance Highlights		26
2 — Our Approach to Executive Compensation		28
Role of Stockholders		28
Compensation Philosophy		29
Executive Compensation Practices & Policies		30
Peer Group Used for Fiscal 2025 Executive Compensation Analysis		30
Compensation Setting Process		31
Performance-Based Pay and Goal Setting		31
3 — Fiscal 2025 Compensation Program and Results		33
Base Salary		33
Annual Cash Incentive Awards		33
Long-Term Equity Incentive Compensation		36

	Page
401(k) Plan		38
Employee Stock Purchase Plan		38
Health and Welfare Benefits		38
Perquisites and Other Personal Benefits		38
Offer Letters, Employment Agreements and Change in Control Arrangements		39
Stock Ownership Guidelines		39
Recoupment of Incentive Compensation, or Clawback, Policy		39
Anti-Hedging and Pledging Policy		39
Tax and Accounting Considerations		40
Compensation Risk Assessment		40
Report of the Compensation Committee of the Board of Directors		41

	Our Fiscal 2025
	Named Executive Officers
	George Kurtz
	President, Chief Executive Officer & Founder
	Michael Sentonas
	President
	Burt Podbere
	Chief Financial Officer
	Shawn Henry
	Former Chief Security Officer

				Provide a competitive total pay opportunity for top talent who possess best-in-class skills, experience and leadership required to drive and expand our business in a dynamic, innovative and highly competitive environment;
				Deliver a significant portion of our executive’s pay through performance-based incentives that are tied to meeting rigorous financial and operating goals, as well as the performance of our stock; and
				Emphasize long-term performance, retention and alignment with stockholders by significantly weighting our executives’ compensation towards long-term equity incentives, multi-year vesting and challenging performance requirements.

				What We Do:						Pay-for-Performance Philosophy. We align pay and performance by awarding a substantial portion of the compensation paid to our executives in the form of “at-risk” performance-based compensation linked to achievement of rigorous performance goals.
				What We Do:						Balanced Short-Term and Long-Term Compensation. We grant compensation that discourages short-term risk taking at the expense of long-term results.
										Maintain an Independent Compensation Committee. Our Compensation Committee is comprised solely of independent directors with extensive industry experience.
										Maintain an Independent Compensation Committee Advisor. The Compensation Committee engages its own independent compensation consultant.
										Conduct Annual Compensation Review. The Compensation Committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes.
										Perform Annual Compensation-Related Risk Assessment. We have strong risk and control policies, we take risk management into account in making executive compensation decisions, and we conduct an annual risk assessment of our executive and broad-based compensation programs to promote prudent risk management.
										Maintain Stock Ownership Guidelines. We have robust stock ownership guidelines and holding requirements for our executive officers.
										Maintain a Clawback Policy. We maintain a clawback policy that provides for the recoupment of incentive compensation in compliance with applicable law.
				What We Do Not Do:						No Special Executive Retirement Plans. We do not offer pension arrangements or retirement plans or similar arrangements with our NEOs that are different from or in addition to those offered to our other employees.
										No Excise Tax “Gross-Ups.” We do not provide any “gross-ups” for excise taxes that our employees might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “IRC”).
										No “Single-Trigger” Change in Control Arrangements. Since the time of our IPO, we have not provided for “single-trigger” acceleration of compensation or benefits solely upon a change in control.
										No Excessive Perks. We generally do not provide any excessive perquisites to our NEOs.
										Do Not Permit Hedging. We prohibit directors and employees, including our NEOs, from hedging CrowdStrike securities.
										Do Not Permit Pledging. We prohibit employees, including NEOs, from pledging CrowdStrike securities without the consent of our Legal Department.

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Cloudflare	Palo Alto Networks	Twilio
Datadog	Pinterest	Workday
Enphase Energy	Roblox	Zoom Video Communications
Fortinet	ServiceNow	Zscaler
HubSpot	Shopify

Performance-Based Pay Component	Metrics	Rationale
Annual Cash Incentive (Corporate Incentive Plan)	Non-GAAP Operating Income Net New ARR Net Retention Rate	Motivates our NEOs to achieve short-term business objectives that drive growth of the Company Performance-based, not guaranteed
Performance-Based Stock Units	Revenue Growth Percent Non-GAAP Earnings Per Share (“EPS”)	Aligns our NEOs’ interests with those of our stockholders by focusing on the creation and maintenance of long-term stockholder value

Name	Fiscal 2024 Base Salary			Fiscal 2025 Base Salary (1)
Mr. Kurtz		$	950,000		$	1,000,000
Mr. Sentonas		$	625,000		$	750,000
Mr. Podbere		$	625,000		$	675,000
Mr. Henry		$	600,000		$	600,000

Name	Fiscal 2024 Target Bonus		Fiscal 2025 Target Bonus
Mr. Kurtz		125%		125%
Mr. Sentonas		100%		100%
Mr. Podbere		100%		100%
Mr. Henry		50%		50%

Performance Metrics			Description
Non-GAAP Operating Income (9) (30% weighting)			Non-GAAP operating income is an indicator of profitability that eliminates the effects of events that either are not part of our core operations or are non-cash as well as the impact of income taxes. The non-GAAP operating income portion of the CIP is only funded if at least 85% of our non-GAAP operating income target is met within the performance period. Specifically, funding under the CIP as a percentage of our non-GAAP operating income target is determined in accordance with the following table:

Achievement Against Target			Payout
Less than 85%			No payout
85% – 100%			25% – 100% payout (with linear interpolation between 85% – 100% achievement levels)
Greater than 100% up to 110%			100% – 110% payout (with linear interpolation between 100% – 110% achievement levels)
Greater than 110%			Capped at 110% payout

2025 Target and Results
Aggregate of Fiscal 2025 Quarterly Targets			Average of Quarterly Achievement Percentages
$886.5 million			108.6%


	Net New Annual Recurring Revenue (ARR) (70% weighting)			Revenue is a primary financial indicator of our growth and stockholder value creation. It is what our investors look to as a measure of our success at selling our solutions, innovating and competing in the marketplace. Specifically for the CIP, we focus on net new ARR.
				The net new ARR portion of the CIP is only funded if at least 80% of our net new ARR target is met within the performance period. Specifically, funding under the CIP based on percentage achievement of our net new ARR target is determined in accordance with the following table:

Achievement Against Target			Payout
Less than 80%			No payout
80% – 100%			25% – 100% payout (with linear interpolation between 80% – 100% achievement levels)
Greater than 100% up to 110%			1.5x multiplier on over target achievement
Greater than 110%			2x multiplier on over-target achievement, capped at 150% payout