CRWD DEF 14A

CrowdStrike Holdings, Inc. (CRWD)

DEF 14A 2026-05-05 For: 2026-06-17

View Original

Added on June 12, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

				Time and Date:			8:00 a.m. Pacific Time Wednesday, June 17, 2026
				Virtual Meeting:			www.virtualshareholdermeeting.com/CRWD2026

	Items of Business	Board Recommendation	Further Details
1.	Elect nominees Johanna Flower and Denis J. O’Leary to the Board of Directors to hold office until the 2029 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, 2027.	“FOR”	Page 24
3.	Approve an amendment and restatement of our amended and restated certificate of incorporation to limit officer liability as permitted by Delaware law.	“FOR”	Page 26
4.	Ratify, on an advisory basis, supermajority voting provisions in our amended and restated certificate of incorporation and amended and restated bylaws.	“FOR”	Page 28

Proposal		Board Recommendation
1.	Elect nominees Johanna Flower and Denis J. O’Leary to the Board of Directors to hold office until the 2029 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, 2027.	FOR
3.	Approve an amendment and restatement of our amended and restated certificate of incorporation to limit officer liability as permitted by Delaware law.	FOR
4.	Ratify, on an advisory basis, supermajority voting provisions in our amended and restated certificate of incorporation and amended and restated bylaws.	FOR

	Proposal 1 Election of Directors					5
	Skills and Experience					6
	Class I and Continuing Directors					7
	Information Regarding the Board of Directors and Corporate Governance					12
	Corporate Governance Highlights					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
	Considerations in Evaluating Director Nominees					16
	Stockholder Nominations to the Board of Directors					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
	Corporate Responsibility					18
	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

	Proposal 3 Approval of an Amendment and Restatement of Our Amended and Restated Certificate of Incorporation to Limit Officer Liability as Permitted by Delaware Law					26
	Proposal 4 Advisory Vote on the Ratification of Supermajority Voting Provisions in Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws					28
	Executive Compensation Discussion and Analysis					30
	Pay Ratio Disclosure					47
	Executive Compensation Tables					48
	Equity Compensation Plan Information					57
	Security Ownership of Certain Beneficial Owners and Management					58
	Delinquent Section 16(a) Reports					60
	Legal Proceedings					60
	Transactions with Related Parties					60
	Householding of Proxy Materials					63
	Questions and Answers about these Proxy Materials and Voting					64
	Other Matters					69
	APPENDIX A Non-GAAP Financial Measures					A-1
	APPENDIX B Proposed Amended and Restated Charter					B-1

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

Audit Committee		Meetings in FY2026: 8
Members
➢ Roxanne S. Austin, Chair ➢ Godfrey R. Sullivan ➢ Gerhard Watzinger	Our Audit Committee is comprised of Roxanne S. Austin, Godfrey R. Sullivan, and Gerhard Watzinger, each of whom meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations.
Principal Responsibilities
The Audit Committee is responsible for, among other things:
• selecting and hiring our independent registered public accounting firm;
• evaluating the performance and independence of our registered public accounting firm;
• approving the audit and pre-approving any non-audit services to be performed by our registered public accounting firm;
• reviewing the integrity of our financial statements and related disclosures and reviewing our critical accounting policies and practices;
• reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures;
• discussing with management and, as applicable, our independent registered public accounting firm, our disclosure controls and procedures over sustainability reporting data and disclosures;
• evaluating the performance of our internal audit function;
• overseeing procedures for the treatment of complaints on accounting, internal accounting controls or audit matters;
• reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports;
• establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
• assessing and managing risks, including with respect to financial accounting, investment, tax, and privacy and cybersecurity matters;
• reviewing and approving in advance any proposed related-person transactions; and
• preparing the Audit Committee report that the SEC requires in our annual proxy statement.
Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our Audit Committee is available on our website at ir.crowdstrike.com.

Compensation Committee		Meetings in FY2026: 15
Members
➢ Cary J. Davis, Chair ➢ Roxanne S. Austin ➢ Sameer K. Gandhi	Our Compensation Committee is comprised of Cary J. Davis, Roxanne S. Austin and Sameer K. Gandhi, each of whom meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.
Principal Responsibilities
The Compensation Committee is responsible for, among other things: • determining, or recommending to the board for determination, the compensation of our executive officers, including our Chief Executive Officer; • overseeing and setting compensation for the members of our Board; • administering our equity compensation plans; • reviewing matters related to human capital resources, including employee development, engagement and well-being; • overseeing our overall compensation policies and practices, compensation plans, and benefits programs; • reviewing and administering our Clawback Policy; and • reviewing management succession planning.
In addition, the Compensation Committee reviews with management the Company’s Executive Compensation Discussion and Analysis.
Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our Compensation Committee is available on our website at ir.crowdstrike.com.
The Compensation Committee has also delegated authority to our Chief Executive Officer and Chief Financial Officer to grant equity awards to employees subject to certain limitations established from time to time by the Compensation Committee.

Nominating and Corporate Governance Committee		Meetings in FY2026: 4
Members
➢ Laura J. Schumacher, Chair ➢ Denis J. O’Leary ➢ Gerhard Watzinger	Our Nominating and Corporate Governance Committee is comprised of Laura J. Schumacher, Denis J. O’Leary and Gerhard Watzinger, each of whom meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations.
Principal Responsibilities
The Nominating and Corporate Governance Committee is responsible for, among other things: • evaluating and making recommendations regarding the composition, organization and governance of our Board and its committees; • reviewing and making recommendations with regard to any proposed material changes to our Charter and Bylaws; • reviewing and making recommendations with regard to our corporate governance guidelines; • reviewing conflicts of interest of our directors and corporate officers and proposed waivers of our corporate governance guidelines and our code of business conducts and ethics; • reviewing our sustainability policies, programs and progress to support the sustainable growth of our business; • reviewing our stockholder engagement efforts; and • evaluating the performance of our Board and of our committees.
Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable Nasdaq listing standards. A copy of the charter for our Nominating and Corporate Governance Committee is available on our website at ir.crowdstrike.com.

	Transaction Committee
	In October 2023, our Board established the Transaction Committee to review, evaluate and approve certain potential acquisitions by the Company of businesses, entities or technologies. The Transaction Committee did not hold any meetings during fiscal 2026. Members of the Transaction Committee are not separately compensated for their service on the Transaction Committee.
	Members
	➢ Sameer K. Gandhi ➢ George Kurtz ➢ Gerhard Watzinger			Our Transaction Committee is comprised of Sameer K. Gandhi, George Kurtz and Gerhard Watzinger.

	Sustainability			In fiscal 2026, we published CrowdStrike’s FY2025 Sustainability Update, our first annual sustainability report. The report included our first public disclosure of Scope 1 and Scope 2 emissions, with limited assurance from PricewaterhouseCoopers. We also conducted a climate risk scenario analysis, which was aligned to the framework contained in the Final Report of Recommendations of the Task Force on Climate-related Financial Disclosures, as disclosed in our report. The report can be found on https://www.crowdstrike.com/en-us/about-us/sustainability/. Beyond reporting, we are conscious of our operational footprint. As an organization that allows for both remote and hybrid working arrangements, we can hire the best and the brightest wherever they are. This helps reduce our environmental footprint by decreasing long commutes and the impact that comes with operating a large number of physical offices. Furthermore, nearly half of our leased offices larger than 2,000 square feet are located in buildings that have received environmental certifications, including Leadership in Energy and Environmental Design (LEED), Building Research Establishment Environmental Assessment Method (BREEAM) and Energy Star certifications. We also consider environmental impact in our data center location selection decisions. When feasible, we prefer locations with more sustainable power and a lower carbon footprint, choose servers with lower power demands, and adjust power to our servers based on demand to minimize energy utilized. We continually strive to increase the watts-to-performance ratio of our computing, which increases energy efficiency. To complement our direct efforts to reduce our environmental impact, in fiscal 2026 we partnered with Watershed Technology Inc. to identify, purchase, and retire a variety of high-quality Energy Attribute Certificates (EACs). Furthermore, in January 2026, we submitted our near-term company-wide GHG emission reduction targets to the Science Based Targets initiative (SBTi) as part of our ongoing efforts to address climate-related risks and align with customer priorities. In addition, in connection with Earth Day 2025, CrowdStrike employees engaged in a variety of initiatives, including a 30-day challenge to help employees build sustainable living habits and numerous learning opportunities relating to sustainable action.
	Accessibility			CrowdStrike takes the accessibility of its products seriously, and we review our products for compliance on a recurring basis. In particular, we focus on screen reader compatibility for visually impaired users, keyboard navigation for users with limited dexterity and color/contrast configurability to optimize our experience for various classes of color-blindness. Our quality assurance team is also trained, certified and equipped to assist with testing for accessibility, and we work with external auditors to help identify any deficiencies. CrowdStrike is committed to expanding our compliance with Web Content Accessibility Guidelines 2.2-AA, Section 508, and EN 301 549. We have invested, and intend to continue to invest in, the ongoing improvement of the accessibility of our products for differently abled users.
	Governance			We strive to maintain high governance standards. Our commitment to effective corporate governance is illustrated by the following practices: • We have a “one share, one vote” structure. • Eight out of nine of our directors are independent. • The Chairperson of our Board is independent. • Our Audit, Compensation and Nominating and Corporate Governance committees are comprised of independent directors.

				• Our Board and Audit, Compensation and Nominating and Corporate Governance committees perform annual self-assessments. • The leadership structure of our Board is reviewed annually. • Our independent directors regularly meet in executive session. • Our Board and Board committees may hire outside advisors independently of management. • Our insider trading policy contains anti-hedging and anti-pledging provisions. • We have not adopted a “poison pill” stockholder rights plan. • Our directors routinely attend director education programs to assist them in remaining current with corporate governance best practices and industry developments.
	Data Privacy and Protection			CrowdStrike maintains a global privacy compliance management program designed to identify, assess, and help manage risks associated with the processing of personal data across our operations, products, and services. The program is led by our Chief Privacy and Policy Officer, who administers the program and coordinates day-to-day compliance with applicable global privacy laws and standards. The privacy function regularly collaborates with our cybersecurity, legal, compliance, product, and other business teams, and participates in cross-functional governance bodies addressing enterprise risk, incident response, and artificial intelligence (“AI”) governance where privacy considerations are implicated. The program includes documented policies, procedures, and controls, including: monitoring legal and regulatory developments; Privacy-by-Design and Privacy-by-Default practices; records of processing activities; privacy notices; customer, vendor, and intra-group data protection agreements; cross-border data transfer mechanisms; vendor and sub-processor oversight; processes for responding to individual privacy rights requests; and procedures to assess and respond to privacy-related incidents, including escalation to senior management and legal leadership as appropriate. Management provides periodic briefings regarding privacy and data protection program effectiveness, regulatory developments, and privacy-related risk trends to the Audit Committee and the Board of Directors. While we implement legal, contractual, and technical safeguards designed to protect personal data, no system can eliminate all risk in a globally interconnected environment.
	Information Security			CrowdStrike maintains an information security program, which is supervised by the Chief Information Security Officer, whose team is responsible for managing enterprise-wide cybersecurity strategy, policy, standards, and architecture. The information security team is made up of industry experts from varied technology specialties and located throughout the world. This multidisciplinary team is organized into multiple sub-teams focused on implementing defensive measures, validating security controls, securing CrowdStrike products, and simulating attacks to test defenses, and is engaged in a continuous communication feedback loop, designed with the same guiding security principles and industry-leading tooling that we bring to all of our customers. Some information security program highlights include: • We maintain a 24x7x365 staffing program, resulting in rapid security incident response times and resolution. • The cybersecurity team leverages automation, orchestration, and AI to realize economies of scale. • Zero Trust security framework principles are utilized to minimize exposure to cyber issues by implementing strict access controls and authentication mechanisms.

				• Our teams engage in cross-organization exercises to ensure response plans are clearly established. • CrowdStrike personnel, including certain contractors, undergo background checks, and CrowdStrike employee activity is monitored on CrowdStrike systems, where permitted by law. • Our programs and systems undergo rigorous audits where applicable (including SOC II, FedRAMP and ISO 42001) by independent organizations which help validate the security posture. • CrowdStrike’s AI governance aligns with industry standards, utilizing a structured approach encompassing people, processes, and technology. In fiscal 2026, we launched an internal AI governance committee, composed of a cross-functional management team. The committee provides strategic oversight, risk management, and policy direction to promote the development, deployment, and use of our AI systems in a responsible, secure, and compliant manner. • Our internal security testing team engages with external parties to validate our external and internal security posture through quarterly penetration testing led by top-tier security firms as well as actively engaging with the researcher community via the CrowdStrike Bug Bounty program. • All CrowdStrike employees are required to take annual information security and compliance training. • CrowdStrike maintains a visionary product security capability, dedicated to protecting CrowdStrike’s customer-facing products.
	Securing our Future			We are committed to protecting local and global communities by investing in programs that keep our industry secure, help advance important causes and that nurture the next generation of talent. In fiscal 2026, CrowdStrike funded a variety of scholarships and grants to help develop the next generation of talent and resources in cybersecurity and AI across the globe through the CrowdStrike Foundation (managed through our donor advised fund at Charities Aid Foundation), corporate-directed giving and corporate-matching. Major programs included: • NextGen Scholarship Program for undergraduate and graduate students studying cybersecurity and/or AI. • Philanthropic investments in our communities through our support of more than 100 nonprofits globally, including: Operation Motorsport Foundation, Center for Infrastructure Assurance and Security, India STEM Foundation, Big Brothers Big Sisters, Junior Achievement, Cyber Texas, BRDG to Connect, and more. • Paid time off through our CrowdStrike Cares program to support local communities through philanthropy, volunteering, and other activities. In fiscal 2026, CrowdStrike also provided select nonprofit organizations with access to its Falcon platform pro bono.

Name	Fees Earned or Paid in Cash ($) (1)		Stock Awards ($) (2)		Option Awards ($)		All Other Compensation ($) (3)		Total Compensation ($)
Roxanne S. Austin		80,187		272,175		-		43,681		396,043
Cary J. Davis		66,563		272,175		-		-		338,738
Johanna Flower		45,833		272,175		-		61,941		379,949
Sameer K. Gandhi		55,833		272,175		-		-		328,008
Denis J. O’Leary		51,417		272,175		-		-		323,592
Laura J. Schumacher		58,458		272,175		-		-		330,633
Godfrey R. Sullivan		58,333		272,175		-		-		330,508
Gerhard Watzinger		113,917		272,175		-		43,681		429,773

Name	Shares of Common Stock Received
Cary J. Davis		142
Johanna Flower		96
Sameer K. Gandhi		119
Denis J. O’Leary		110
Laura J. Schumacher		125
Gerhard Watzinger		244

	Fiscal Year (in thousands)
	2026			2025
Audit Fees (1)		$	6,885		$	5,643
Audit-related Fees (2)			150			-
Tax Fees (3)			538			604
All Other Fees (4)			2			2
Total Fees		$	7,575		$	6,249

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

AppLovin Corporation	MongoDB, Inc.	Snap Inc.
Arista Networks, Inc.	Okta, Inc.	Snowflake Inc.
Atlassian Corporation	Palantir Technologies Inc.	The Trade Desk, Inc.
Block, Inc.	Palo Alto Networks, Inc.	Workday, Inc.
Cloudflare, Inc.	Pinterest, Inc.	Zoom Communications, Inc.
Datadog, Inc.	Roblox Corporation	Zscaler, Inc.
Fortinet, Inc.	ServiceNow, Inc.
HubSpot, Inc.	Shopify Inc.

Name	Shares Underlying Stock Awards (1)		Shares Underlying Options (2)
Roxanne S. Austin		561		50,000
Cary J. Davis		561		-
Johanna Flower		561		-
Sameer K. Gandhi		561		-
Denis J. O’Leary		561		-
Laura J. Schumacher		561		-
Godfrey R. Sullivan		561		-
Gerhard Watzinger		561		-

	Page
1 — Business Performance Highlights		30
2 — Our Approach to Executive Compensation		32
Role of Stockholders		32
Compensation Philosophy		33
Executive Compensation Practices & Policies		34
Peer Group Used for Fiscal 2026 Executive Compensation Analysis		34
Compensation Setting Process		35
Performance-Based Pay and Goal Setting		36
3 — Fiscal 2026 Compensation Program and Results		37
Base Salary		37
Annual Cash Incentive Awards		37
Long-Term Equity Incentive Compensation		40

	Page
401(k) Plan		44
Employee Stock Purchase Plan		44
Health and Welfare Benefits		44
Perquisites and Other Personal Benefits		44
Offer Letters, Employment Agreements and Change in Control Arrangements		44
Stock Ownership Guidelines		45
Recoupment of Incentive Compensation, or Clawback, Policy		45
Anti-Hedging and Pledging Policy		45
Tax and Accounting Considerations		45
Compensation Risk Assessment		46
Report of the Compensation Committee of the Board of Directors		47

	Our Fiscal 2026
	Named Executive Officers
	George Kurtz
	President, Chief Executive Officer & Founder
	Michael Sentonas
	President
	Burt Podbere
	Chief Financial Officer
	Shawn Henry (4)
	Former Chief Security Officer

Performance-Based Pay Component	Metrics	Rationale
Annual Cash Incentive (Corporate Incentive Plan)	Non-GAAP Operating Income Net New ARR Net Retention Rate	Motivates our NEOs to achieve short-term business objectives that drive growth of the Company Performance-based, not guaranteed
Performance-Based Stock Units (1)	Revenue (2) Non-GAAP Earnings Per Share (“EPS”)	Aligns our NEOs’ interests with those of our stockholders by focusing on the creation and maintenance of long-term stockholder value

Name	Fiscal 2025 Base Salary			Fiscal 2026 Base Salary (1)
Mr. Kurtz		$	1,000,000		$	1,100,000
Mr. Sentonas		$	750,000		$	875,000
Mr. Podbere		$	675,000		$	700,000

Name	Fiscal 2025 Target Bonus		Fiscal 2026 Target Bonus
Mr. Kurtz		125%		135%
Mr. Sentonas		100%		100%
Mr. Podbere		100%		100%

Performance Metrics			Description
Non-GAAP Operating Income (2) (30% weighting)			Non-GAAP operating income is an indicator of profitability that eliminates the effects of events that either are not part of our core operations or are non-cash as well as the impact of income taxes. The non-GAAP operating income portion of the CIP is only funded if at least 80% of our non-GAAP operating income target is met within the performance period. Specifically, funding under the CIP as a percentage of our non-GAAP operating income target is determined in accordance with the following table:

Achievement Against Target			Payout
Less than 80%			No payout
80% – 100%			25% – 100% payout (with linear interpolation between 80% – 100% achievement levels)
Greater than 100% up to 110%			100% – 110% payout (with linear interpolation between 100% – 110% achievement levels)
Greater than 110%			Capped at 110% payout

2026 Target and Results
Aggregate of Fiscal 2026 Quarterly Targets			Average of Quarterly Achievement Percentages
$1,146.4 million			105.0%


	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:


	Net Retention Rate (3)			Net Retention Rate is an important indicator of our ability to retain and expand customers and our business health and is used as a modifier to determine the final payout under the CIP. Under the CIP, the Compensation Committee may apply an upward or downward modifier of up to 10% based on whether our Net Retention Rate exceeds or is less than the target for any quarter. For fiscal 2026, our quarterly Net Retention Rate target range was 110% – 115%. Our Net Retention Rate was 112%, 111%, 114%, and 115% for the first, second, third, and fourth quarter of fiscal 2026, respectively, falling within our target range, and therefore no modifier was applied to the final payout under the CIP.

	Fiscal 2026 Targets					Fiscal 2026 Actuals
Name	Target Bonus % of Base		Target Bonus ($)			% Bonus Achieved of Target		Actual Bonus Earned ($)
Mr. Kurtz		135%		$	1,485,000		108.8%		$	1,614,938
Mr. Sentonas		100%		$	875,000		108.8%		$	951,563
Mr. Podbere		100%		$	700,000		108.8%		$	761,250

	Fiscal 2026 Elements / Metrics / Weightings
Performance Stock Unit	Revenue and Non-GAAP EPS (4)	50%
Service-based RSU	Four-year graded vesting	50%

	Revenue ($M)	Non-GAAP EPS	Payout
Below Threshold	< $4,743.5	< $3.33	0%
Threshold	$4,743.5	$3.33	50%
Target	$4,774.5	$3.39	100%
Max	$4,805.5	$3.45	200%
Above Max	> $4,805.5	> $3.45	Capped at 200%

Name	RSUs ($)			Target PSUs ($)			Total ($)
Mr. Kurtz		$	25,000,000		$	25,000,000		$	50,000,000
Mr. Sentonas		$	15,000,000		$	15,000,000		$	30,000,000
Mr. Podbere		$	7,500,000		$	7,500,000		$	15,000,000

Fiscal 2026 PSU Targets and Results
Metric	Min — Max Achievement Range	Fiscal 2026 Actual Achievement
Non-GAAP EPS (A)	$3.33 – $3.45	$3.75
Revenue ($M)	$4,743.5 – $4,805.5	$4,812.1
Overall payout as a percentage of target	—	200%

Element			Details
Award Type			Performance Stock Units tied to relative Total Stockholder Return
Grant Date			December 22, 2025
Target Shares			300,000 PSUs
Payout Range			0% – 200% of target (0 – 600,000 shares)
Performance Period			3 years (December 22, 2025 – December 22, 2028)
Performance Metric			CrowdStrike TSR vs S&P 500 Index constituents

Performance Level	Relative TSR Percentile Ranking	Payout (% of Target PSUs)	Shares
Below Threshold	Below 25th percentile	0%	0
Threshold	25th percentile	50%	150,000
Target	55th percentile	100%	300,000
Above Target	75th percentile	150%	450,000
Maximum	90th percentile or above	200%	600,000

Name and Principal Position	Year		Salary ($)		Stock Awards ($) (1)		Non-Equity Incentive Plan Compensation ($) (2)		All Other Compensation ($) (3)(4)		Total ($)
George Kurtz Chief Executive Officer, President and Director (5)		2026		1,100,000		242,124,351		1,614,938		2,739,854		247,579,143
		2025		1,000,000		31,850,681		1,325,064		1,019,555		35,195,300
		2024		950,000		44,090,037		1,241,709		702,109		46,983,855
Michael Sentonas President		2026		875,000		31,775,895		951,563		32,187		33,634,645
		2025		750,000		22,750,402		795,039		17,638		24,313,079
		2024		625,000		34,352,360		653,531		17,700		35,648,591
Burt Podbere Chief Financial Officer		2026		700,000		15,887,948		761,250		26,202		17,375,400
		2025		675,000		13,650,124		715,534		18,478		15,059,136
		2024		625,000		18,895,730		653,531		32,124		20,206,385
Shawn Henry Former Chief Security Officer (6)		2026		600,000		-		-		25,701		625,701
		2025		600,000		-		246,178		23,534		869,712
		2024		600,000		12,597,154		249,826		26,295		13,473,275