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.   )

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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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):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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206 E. 9th Street, Suite 1400
Austin, Texas 78701

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 29, 2022 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/CRWD2022. 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 2, 2022. 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.

Austin, Texas
May 6, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on
Wednesday, June 29, 2022 at 9:00 a.m. Pacific Time online at
www.virtualshareholdermeeting.com/CRWD2022.

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 2022 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 29, 2022 at 9:00 a.m. Pacific Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/CRWD2022 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 2022 Annual Report, are first being distributed and made available on or about May 6, 2022.

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, 2022 is referred to herein as “fiscal 2022” or “FY2022”. 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 2022 Fiscal Year

CrowdStrike, a global cybersecurity leader that provides cloud-delivered protection of endpoints, cloud workloads, identity and data, experienced a strong fiscal 2022. Business highlights include:

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a 65% year-over-year increase in ending annual recurring revenue (“ARR”), reaching over $1.7 billion as of January 31, 2022;

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increasing subscription customers to 16,325 as of January 31, 2022, representing 65% growth year-over-year;

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expanding the number of cloud modules available on our Falcon platform and increasing our total addressable market;

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continued expansion in the endpoint market as well as success outside of endpoint security as our IT hygiene, vulnerability management, identity protection and log management modules surpassed the $150 million ending ARR milestone;

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increasing customer adoption of our modules: 69% of our customer base had adopted four or more modules, 57% of our customer base had adopted five or more modules, and 34% of our customer base had adopted six or more modules, as of January 31, 2022;

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the continued growth of our global remote-first workforce through the COVID-19 pandemic, expanding our workforce by 46% in fiscal 2022 despite operating in a competitive talent environment; we believe our mission and employer brand of being a great place to work are key differentiators for candidates making a decision to join CrowdStrike;

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acquiring Humio, a leading provider of high-performance cloud log management and observability technology; and

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acquiring SecureCircle, a technology that extends Zero Trust security to data on the endpoint.

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Among other accolades we received this year, CrowdStrike:

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landed the number one spot in the 2021 Fortune Future 50 list, which recognizes leading, publicly traded companies best positioned for long-term growth and vitality through a market-based assessment of company potential and capacity to deliver growth;

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took a top spot in Inc.’s first annual Best-Led Companies list; and

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received, for the second consecutive year, a perfect score on the Human Rights Campaign Corporate Equality Index, demonstrating CrowdStrike’s commitment to a supportive and inclusive culture for all employees.

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We continued to support our local communities through the CrowdStrike Foundation, which supported university cybersecurity programs and invested in nonprofit organizations, including Girls Who Code. Separately, CrowdStrike launched a matching gift program resulting in donations to over 175 different nonprofit organizations and made donations to the Freedom Fund and Thurgood Marshall College Fund, as well as to other nonprofits driving positive social impacts.

Members of the Board of Directors and Committees

 = Chairperson

 

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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. ​

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

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​		​	​	Wednesday, June 29, 2022	​
​		​	​	9:00 a.m. Pacific Time	​

​		​	​	Using approximately 721 fewer tons of wood, or saving 4,330 trees or 67 acres of forest	​
​		​	​	Approximately 4,610 million BTU’s saved or the equivalent of 5,490 residential refrigerators operating for one calendar year	​
​		​	​	Using approximately 3,250,000 fewer pounds of CO2 emissions, or the equivalent of 295 cars running for one calendar year	​
​		​	​	Saving approximately 3,870,000 gallons of water, or the equivalent of 176 swimming pools	​
​		​	​	Saving approximately 213,000 pounds of solid waste	​
​		​	​	Reducing hazardous air pollutants by approximately 289 pounds	​

 

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Proxy Statement for the
2022 Annual Meeting of Stockholders

Table of Contents

​	​	​	Page				​
Proposal 1 Election of Directors​	​	​	​	​	5	​	​
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 Committee	​	​	​	​	13	​	​
Stockholder Communications With the Board of Directors	​	​	​	​	14	​	​
Stockholder Engagement	​	​	​	​	15	​	​
Corporate Governance Guidelines and Code of Business Conduct and Ethics	​	​	​	​	15	​	​
Environmental, Social and Governance	​	​	​	​	15	​	​
Director Compensation​	​	​	​	​	18	​	​

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Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm	​	​	​	​	20	​	​
Principal Accountant Fees and Services	​	​	​	​	20	​	​
Pre-Approval Policies and Procedures	​	​	​	​	21	​	​
Executive Compensation Discussion and Analysis	​	​	​	​	22	​	​
Executive Compensation Tables​	​	​	​	​	37	​	​
Equity Compensation Plan Information​	​	​	​	​	44	​	​
Security Ownership of Certain Beneficial Owners and Management​	​	​	​	​	45	​	​
Delinquent Section 16(a) Reports​	​	​	​	​	47	​	​
Legal Proceedings​	​	​	​	​	47	​	​
Transactions with Related Parties and Indemnification	​	​	​	​	47	​	​
Householding of Proxy Materials​	​	​	​	​	50	​	​
Questions and Answers about these Proxy Materials and Voting​	​	​	​	​	51	​	​
Other Matters​	​	​	​	​	55	​	​
Appendix A: Non-GAAP Financial Measures​	​	​	​	​	A-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 eight members. There are three directors in Class III whose term of office expires in 2022: Cary J. Davis, George Kurtz and Laura J. Schumacher. The Board has nominated Cary J. Davis, George Kurtz and Laura J. Schumacher for election as Class III 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 2025 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 II directors containing information regarding each director continuing to serve on the Board.

Our directors self-identify as set forth in the table below:

 

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Class III Nominees for Election for a Three-Year Term Expiring at the
2025 Annual Meeting

 

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Continuing Directors

In addition to the director nominees, CrowdStrike has five other directors who will continue in office after the Annual Meeting with terms expiring in 2023 and 2024. 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 I Directors Continuing in Office Until the 2023 Annual Meeting

 

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Class II Directors Continuing in Office Until the 2024 Annual Meeting

 

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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, Godfrey R. Sullivan and Gerhard Watzinger, representing seven of our eight directors, as well as Joseph E. Sexton, who resigned from our board in January 2022, 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

 

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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 10 times during fiscal 2022. 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. All of our nine directors at the time attended our 2021 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.

 

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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, 2022 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, 2022.

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.

 

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Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves or served during fiscal 2022 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.

 

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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 General Counsel — Proxy at CrowdStrike Holdings, Inc., 206 E. 9th Street, Suite 1400, Austin, Texas 78701. To be timely for the 2023 Annual Meeting of Stockholders, nominations must be received by our General Counsel 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.

 

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Interested parties wishing to communicate with non-management members of our Board may do so by writing and mailing the correspondence to General Counsel — Proxy at CrowdStrike Holdings, Inc., 206 E. 9th Street, Suite 1400, Austin, Texas 78701. Each communication should set forth, as relevant (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the 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.

Stockholder Engagement

We value the views of our stockholders. We believe stockholder engagement helps us understand stockholder perspectives and priorities and gives us an opportunity to take stockholder viewpoints into account as we review and evolve our practices and disclosures.

Since the date of our last annual meeting, we initiated our inaugural stockholder engagement program. As part of this process, we sought meetings with 67% of our top 15 investors, excluding our affiliates. Through this program, our team met with governance professionals from active and passive funds as well as portfolio managers from active funds. Topics discussed included, but were not limited to:

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Environmental disclosures

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Executive compensation

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Human capital matters, including diversity, equity and inclusion

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Corporate governance

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Senior representatives from CrowdStrike’s human resources, investor relations and legal teams attended these meetings and communicated stockholder feedback to CrowdStrike board members for them to take into account as appropriate. We expect to continue to expand our engagement program with stockholders to maintain an open dialogue and ensure that we have an understanding of our stockholders’ perspectives. Aside from our stockholder engagement program, we also engage with stockholders via quarterly earnings calls, analyst meetings, investor road shows, industry conferences and company-hosted events.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, including independence standards, and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics 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.

Environmental, Social and Goverance

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.

 

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Our social impact efforts are led by our executive leadership team and are reviewed by the Nominating and Corporate Governance Committee of our Board of Directors. We are proud to earn recognition for our efforts through accolades such as being named to the 2021 Fortune 100 Best Companies to Work For®, 2021 PEOPLE Companies that Care®, 2021 Great Place to Work’s Best Workplaces™ for Parents lists, and receiving a perfect score on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index for the second consecutive year.

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 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 dedicated accessibility specialists on staff as part of a program of continuous education on accessible design and engineering for those working on our customer-facing user-interfaces. 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. In addition to automated accessibility compliance testing as part of our continuous integration and deployment process, our quality assurance team is also trained and equipped to assist with testing for accessibility and we work with external accessibility auditors to help identify any deficiencies. The majority of our product portfolio is Web Content Accessibility Guidelines 2.0-AA / Section 508 compliant and we have and intend to continue to invest in continuously 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:

•

Seven out eight 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.

​

 

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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.

​

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 and grants 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.

​

•

Investment in nonprofit organizations, including Girls Who Code, The Trevor Project, Gary Sinise Foundation, and more.

​

•

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

​

During fiscal 2022, CrowdStrike donated to support the advancement of women and underrepresented groups, including donations to the Thurgood Marshall College Fund, Dream Girl Foundation, Freedom Fund, and more. CrowdStrike also provided select nonprofit organizations with access to its Falcon platform pro bono.

 

| 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. The Outside Director Compensation Policy was updated in fiscal 2022. The following table reflects certain information with respect to the compensation of all non-employee directors of the Company for fiscal 2022.

(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 2022, 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 underlying these awards if and when they vest. For additional information on how we account for equity-based compensation, see Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2022, which was filed with the SEC on March 16, 2022.

​

(2)

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

​

(3)

Mr. Sexton resigned from the Board of Directors effective as of January 31, 2022.

​

As of January 31, 2022, 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. Sexton resigned from the Board of Directors effective as of January 31, 2022.

​

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: $50,000

​

 

Page 18 |

 

•

Board member: $33,500

​

•

Audit committee chair: $24,000

​

•

Audit committee member: $10,000

​

•

Compensation committee chair: $15,000

​

•

Compensation committee member: $7,500

​

•

Nominating and corporate governance committee chair: $10,000

​

•

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 will be automatically granted the following awards upon first joining our Board:

•

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

​

•

an annual RSU award with a grant date fair value of $200,000, 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 grant date fair value of $200,000, 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, 2023 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, 2022 and January 31, 2021, 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 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 LLP AS CROWDSTRIKE’S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JANUARY 31, 2023.

 

| Page 21

 

Executive Compensation Discussion and Analysis

​	1 — Business Performance Highlights	​	​	​	​	22	​	​
​	2 — Our Approach to Executive Compensation	​	​	​	​	24	​	​
​	Compensation Philosophy	​	​	​	​	24	​	​
​	Executive Compensation Practices & Policies	​	​	​	​	25	​	​
​	Peer Group Used for Fiscal 2022 Executive Compensation Analysis	​	​	​	​	25	​	​
​	Compensation-Setting Process	​	​	​	​	26	​	​
​	Performance-Based Pay and Goal Setting	​	​	​	​	27	​	​
​	3 — Fiscal 2022 Compensation Program and Results	​	​	​	​	28	​	​
​	Base Salary	​	​	​	​	28	​	​
​	Annual Cash Incentive Awards	​	​	​	​	28	​	​
​	Long-Term Equity Incentive Compensation	​	​	​	​	30	​	​

​	401(k) Plan	​	​	​	​	34	​	​
​	Employee Stock Purchase Plan	​	​	​	​	34	​	​
​	Health and Welfare Benefits	​	​	​	​	34	​	​
​	Perquisites and Other Personal Benefits	​	​	​	​	34	​	​
​	Offer Letters, Employment Agreements and Change in Control Arrangements	​	​	​	​	35	​	​
​	Anti-Hedging and Pledging Policy	​	​	​	​	35	​	​
​	Tax and Accounting Considerations	​	​	​	​	35	​	​
​	Compensation Risk Assessment	​	​	​	​	36	​	​
​	Report of the Compensation Committee of the Board of Directors	​	​	​	​	36	​	​

1 — Business Performance Highlights

CrowdStrike delivered another year of outstanding results for our stockholders in fiscal 2022, with a strong year of financial performance and execution. Highlights include:

•

Annual Recurring Revenue (“ARR”).(1) ARR increased 65% as compared to our fiscal year ended January 31, 2021 (“fiscal 2021”) to reach $1.73 billion as of January 31, 2022.

•

Revenue. Fiscal 2022 revenue grew 66% to reach $1.45 billion.

•

Net New Subscription Customers. Our subscription customer count grew from 9,896 to 16,325, a 65% increase year-over-year.

•

Operating Cash Flow. Fiscal 2022 operating cash flow increased 61% to reach a new record of $574.8 million.

(1)

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.

​

CrowdStrike’s strong financial performance was achieved through our relentless focus on product innovation. Our key innovation and business milestones from the year include:

 

Page 22 |

 

•

Our Falcon platform exceeded a milestone of processing more than one trillion events in a single day and now regularly processes trillions of high-fidelity signals each week, demonstrating the scalability of our platform.

​

•

We launched multiple new modules during the year, including:

​

•

Falcon Fusion, a security orchestration automation and response tool that enables our customers to automate repeatable actions within our platform. This module allows our customers to free up human resources to focus on harder issues and substantially increase security operation team velocity.

​

•

Falcon X Recon, our situational awareness module, allows our customers to search and monitor the deep and dark web for relevant raw intelligence to allow them to improve their security posture. This module has become one of the fastest selling modules in our history.

​

•

Falcon FileVantage, our File Integrity Monitoring module, enables customers in highly compliance-driven verticals to maintain their compliance status by allowing them to monitor their files on protected systems. This module provides alerts and reports to help customers meet various compliance requirements imposed by PCI, CIS Controls, and Sarbanes-Oxley, without having to add an additional agent to their systems.

​

•

Investing in the development and launch of Falcon XDR, which became available to customers in February 2022. Falcon XDR extends our detection, investigation, and response capabilities by incorporating relevant third-party security data. We correlate signals from multiple disparate technologies to deliver XDR detections across the attack surface. We allow customers to investigate these detections and to search and hunt using data from CrowdStrike and third-party products, including products from members of the CrowdXDR Alliance, a coalition we formed with security and IT operations leaders in 2021. Falcon XDR is a differentiated offering that combines first and third-party security data, cross-domain detections provided by CrowdStrike, the ability for customers to produce their own custom detections, plus rapid search and response, all within the familiar yet powerful Falcon console.

​

Our strong business performance has resulted in a stock price that has appreciated substantially since we became publicly listed in June 2019. We have delivered superior long-term total shareholder return (TSR) since our initial public offering and trend above the aggregate TSR performance of key indices such as the S&P 500 Index, S&P IT Index and the Nasdaq 100. The chart below shows how a $100 investment in CrowdStrike’s common stock on June 12, 2019 would have grown to $311 on January 31, 2022.

The Compensation Committee believes that the fiscal 2022 compensation for our named executive officers (“NEOs”) is commensurate with CrowdStrike’s growth, performance and the significance of the roles each NEO plays in continuing to scale the business from a newly public

 

| Page 23

 

company to a more mature public company. The Committee also took into consideration the hyper-competitive talent environment in which we operate to ensure that our compensation programs are designed to strengthen our ability to continue to attract and retain the caliber of executives needed to sustain our success.

The Executive Compensation Discussion and Analysis describes our executive compensation philosophy, policies and practices upon which our executive compensation program is based, including the compensation paid to our named executive officers for fiscal 2022.

2 — Our Approach to Executive Compensation

Compensation Philosophy

At the core of our compensation philosophy, we aim to design our executive compensation programs to attract, motivate and retain the key executives who drive our success while also aligning with company performance and the long-term interests of our stockholders. We believe that a performance-based culture is crucial to our growth and success and we achieve our objectives through an executive compensation program that:

•

Provides a competitive total pay opportunity for top talent who possess the skills, experience and leadership required to drive and grow our business in a dynamic, innovative and extremely competitive environment;

​

•

Delivers a significant portion of our executive’s pay through performance-based incentives that are based on the achievement of rigorous financial and operating goals and the performance of our stock price; and

​

•

Emphasizes long-term performance, retention and shareholder alignment by significantly weighting our executives’ compensation towards long-term equity incentives, multi-year vesting and challenging performance requirements.

​

In fiscal 2022, we further enhanced the alignment of our executive compensation programs with our compensation philosophy by:

•

Increasing the proportion of performance-based stock units from 33% to 50% of our NEOs’ annual long-term incentive equity awards. Vesting of these PSUs require the achievement of rigorous financial targets;

​

•

Continuing to emphasize the overall proportion of long-term compensation. On average, 90% of our NEOs’ annual compensation is tied to long-term incentives;

​

•

Setting half of our NEOs’ total compensation to be performance-based, with payout or vesting based on the achievement of performance targets. The payout of both annual cash and long-term equity incentive awards are based on achievement of pre-established financial performance goals that place an emphasis on “top-line” revenue growth; and

​

(1)

Proportions in the preceding bullet points and this chart exclude the multi-year performance based equity grants discussed below.

​

•

Issuing multi-year performance-based equity grants to Mr. Kurtz and Mr. Podbere to recognize the instrumental roles they continue to play in driving the Company’s growth and performance in this critical next post-IPO stage. The vesting of the multi-year PSU awards is tied to the achievement of rigorous stock price hurdles and extends over a multi-year performance cycle ending in 2027.

​

 

Page 24 |

 

The awards also require continued service over a multi-year period. The aggregate grant date fair value of such awards for Mr. Kurtz was $122,850,000 and for Mr. Podbere was $14,974,150. For more information on the equity incentive awards granted to Mr. Kurtz and the other NEOs in fiscal 2022, please see the section entitled “Fiscal 2022 Compensation — Long-Term Equity Incentive Compensation”.

Executive Compensation Practices & Policies

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. We are committed to sound executive compensation policies and practices, as highlighted in the following table:

Peer Group Used for Fiscal 2022 Executive Compensation Analysis

The Compensation Committee constructs our executive compensation program with inputs from Compensia and our Chief Executive Officer. We establish the annual compensation packages for our NEOs typically during the first quarter of our fiscal year after an extensive process of analysis of competitive trends, assessment of prior compensation programs, consideration of our peer group’s practices, performance evaluations and investor inputs.

The Compensation Committee reviews and approves the peer group composition each year. With the assistance of its independent compensation consultants, Compensia, Inc. (“Compensia”), the Committee identified groups of companies to serve as market reference points for compensation comparison purposes for fiscal 2022. The Compensation Committee reviewed and considered the continued evolution of our business against our historical peer group and approved the following peer companies to better align with our business model, competition for talent and compensation models that are more reflective for recently public companies. The key criteria considered include:

•

Size, as measured by revenue and market capitalization;

​

 

| Page 25

 

•

High-growth companies to reflect the complexities of scaling, continued innovation and CrowdStrike’s competition for executive talent;

​

•

Industry / business models, with a 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.

​

Fiscal 2022 Peer Group

In addition to referencing data from proxy and 8-K filings of our peer group, the Compensation Committee also reviewed survey data drawn from Radford Global Technology Survey as a supplemental data source.

Our continued strong growth trajectory is reflected in our performance relative to our peer group. The following chart shows CrowdStrike’s position within the peer group on the three screening criteria, based on each peer company’s publicly reported year-end data as of January 29, 2021.

(1)

Other than CrowdStrike’s revenue for fiscal 2021, financial data per S&P Capital IQ as of January 29, 2021 (the last trading day prior to January 31, 2021). Market Cap based on the 30-day average as of January 29, 2021.

​

Compensation-Setting Process

When determining recommendations for our NEOs’ fiscal 2022 compensation levels, the Compensation Committee considers how our NEOs compare to the compensation levels for comparable positions in the peer group. From time-to-time, the Compensation Committee also takes into consideration supplemental market information of other companies who actively recruit our NEOs. The Compensation Committee establishes base salaries, annual cash incentive awards and long-term equity-based incentive awards on a case-by-case basis for each NEO taking into consideration:

•

Individual performance, role expertise and experience

​

•

Company performance

​

•

Competitive market conditions

​

•

Succession planning

​

•

Retention and external opportunities potentially available to our executives

​

•

Internal equity among internal peers

​

•

Unrealized equity gains

​

•

Best compensation governance practices

​

While the Compensation Committee considers a multitude of factors in its deliberations, it places no formal weighting on any one factor. The Compensation Committee does not tie individual compensation to specific target pay percentiles but rather makes a determination based on inputs from the CEO (except with respect to his own compensation), as well as the directors’ knowledge and judgment in assessing the various factors that would best further the principles and objectives of our executive compensation program.

 

Page 26 |

 

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. Every year, 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. 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 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 2022, the Compensation Committee engaged 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 above.

The Compensation Committee has evaluated Compensia’s independence by considering the requirements adopted by Nasdaq and the SEC, and has determined that its relationship with Compensia does not raise any conflict of interest. As part of the Compensation Committee’s determination of Compensia’s independence, it received written confirmation from Compensia addressing these factors and supporting the independence determination.

Role of Management

The Compensation Committee consults with members of our management team, including our CEO and our human resources, finance and legal professionals when making compensation decisions. Our CEO works closely with the Compensation Committee and provides the Compensation Committee with performance assessments and compensation recommendations for each NEO other than himself, based on each NEO’s level of performance and corporate performance, retention risk 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.

Performance-Based Pay and Goal Setting

The Compensation Committee engages in a rigorous and deliberate process in setting revenue and profitability performance targets that are used in our annual cash and long-term equity incentive plans. Each year, the Compensation Committee reviews and determines the appropriateness of thresholds, maximums and interim payout levels for each metric by considering past performance, business expectations, potential customer / market scenarios and macro-economic conditions. The performance goals are intended to be challenging but achievable without encouraging inappropriate risk-taking, with maximums that can be reached only with exceptional performance. The fiscal 2022 performance targets were directly linked to our annual operating plan.

 

| Page 27

 

3 — Fiscal 2022 Compensation Program and Results

Our executive compensation program is designed to motivate and reward outstanding performance commensurate with CrowdStrike’s performance. Our executive compensation philosophy provides for a compensation structure which pays base salaries to our NEOs that represent a relatively small percentage of their total compensation, while offering them the opportunity to earn a significant portion of their compensation in the form of performance-based compensation (i.e., annual cash and long-term equity incentive awards).

Each of the compensation elements for our NEOs for fiscal 2022 is discussed in detail below. Mr. Black ceased serving as our Chief Operating Officer and moved to a part-time schedule on October 1, 2021 and Mr. Carpenter’s employment with CrowdStrike concluded on December 15, 2021.

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. 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 and dependent on our stock price.

In early fiscal 2022, 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 and an evaluation of the compensation levels of our NEOs. Taking into consideration the factors described in the “Compensation Setting Process” section and to further align our NEOs’ base salaries with rates of pay of post-IPO companies, under the recommendation of the Compensation Committee, the Board approved the following base salary increases in April 2021:

Fiscal 2022 Base Salary Increases

(1)

Increases to the base salaries for fiscal 2022 were effective as of February 1, 2021. Mr. Black’s base salary was decreased to $100,000 on October 1, 2021 when he ceased serving as our Chief Operating Officer and moved to a part-time schedule.

​

Annual Cash Incentive Awards

We use cash incentive awards to motivate our NEOs to achieve our short-term financial objectives while making progress towards our longer-term growth and value creation. Target annual cash incentive opportunities are defined as a percentage of base salary.

For fiscal 2022, Mr. Kurtz, Mr. Podbere and Mr. Black were eligible to participate in the Company’s Corporate Incentive Plan (“CIP”). Mr. Henry and Mr. Carpenter did not participate in the CIP but instead participated in the CrowdStrike Commission Plan (“Commission Plan”). The Compensation Committee determined that given their respective roles and their focus on driving sales and supporting customer needs, Mr. Henry and Mr. Carpenter should have short-term incentive opportunities that more closely align with those of their respective teams.

 

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Fiscal 2022 Corporate Incentive Plan (CIP)

Under the fiscal 2022 CIP, each Mr. Kurtz, Mr. Podbere and Mr. Black had the opportunity to earn between 0% and 150% of their target annual opportunity based on performance against the following two financial targets:

For fiscal 2022, both Non-GAAP Operating Income and net new ARR were measured and paid out on a quarterly basis. Quarterly targets were set by the Compensation Committee in accordance with the process described in “Performance-based Pay and Goal Setting” section. The Compensation Committee believes that this particular metric and cadence of measurement is most in line with business cycle, drives performance and more rapidly fosters the growth of our business.

Based on the market analysis conducted by Compensia and taking into consideration factors described in the “Compensation Setting Process” section, the Compensation Committee recommended to the Board to approve adjusting Mr. Podbere and Mr. Black’s target annual cash bonus opportunity from 60% to 75% for fiscal 2022. Mr. Kurtz’s bonus target remained unchanged at 100%.

The following table shows each NEO’s target bonus as a percentage of base salary, the target payout for fiscal 2022 and the actual bonus earned for fiscal 2022. For fiscal 2022, the Non-GAAP Operating Income profitability threshold was met for each quarterly performance period. The actual level of attainment of net new ARR is set forth below. On average, CrowdStrike achieved 105.8% of the quarterly target net new ARR goals during the fiscal year. We are not disclosing the Non-GAAP Operating Income threshold, target net new 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).

(1)

Mr. Black’s target bonus payout is based on his rate of pay as our Chief Operating Officer, prior to his moving to a part-time schedule on October 1, 2021.

​

Fiscal 2022 Commission Plan

For fiscal 2022, Mr. Henry and Mr. Carpenter participated 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. The Commission Plan is 100% formulaic and tied to specific product or service goals. Commissions are mostly 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). We use ACV as it represents sales to new or existing customers that contributes to incremental or ongoing ARR.

The actual amount of the individual’s commission incentive for fiscal 2022 was determined based on the achieved ACV of the bookings and the specified commission rate for the applicable product or service goal. 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.

 

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We are not disclosing the target annual quotas, commission rates, or actual bookings in fiscal 2022, 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’s Commission Plan Metrics

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 achievement above 110% of the target annual quota.

Mr. Carpenter’s Commission Plan Metrics

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.

For fiscal 2022, both Messrs. Henry and Carpenter’s target annual cash incentive opportunity remained unchanged at 100% as a percentage of base salary. 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 2022.

(1)

Mr. Carpenter’s employment terminated on December 15, 2021.

​

Long-Term Equity Incentive Compensation

Consistent with our philosophy of pay-for-performance, the majority of our NEOs’ annual compensation is provided in the form of long-term equity incentives that emphasizes long-term shareholder value creation and the retention of a strong executive leadership team through a balanced mix of performance-based stock units (PSUs) and service-based RSUs.

 

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For fiscal 2022, we made design enhancements to our long-term equity incentive program to further align the interests of our NEOs with the interests of our stockholders in creating long-term value. The table below provides a comparison of our fiscal 2021 and fiscal 2022 long-term equity incentive compensation program designs.

Performance-Based Stock Units

Equity awards with performance-based vesting are a substantial, at-risk component of our NEO’s compensation that is tied to CrowdStrike’s business performance. As noted in the table above, we further increased the weighting of PSUs for fiscal 2022. We also introduced Non-GAAP Earnings Per Share (EPS)(1) as an additional metric to drive the continued focus on both revenue and profitability. The number of PSUs that vest depends entirely on CrowdStrike’s achievement on both Revenue Growth Percentage (RGP)(2) and Non-GAAP EPS. In the event that the threshold for either performance metric is not achieved, the number of earned PSUs will be zero.

As referenced in the “Performance-based Pay and Goal Setting” section, the targets for our PSUs are intended to be challenging but attainable. As noted in the chart below, relative to our peer group, our RGP metric threshold is above the 25th percentile, and the target/​maximum goals are above the 75th percentile of our peer group’s aggregate one year revenue growth.

Under the fiscal 2022 PSU plan, our NEOs have the opportunity to earn between 0% and 150% payout based on actual achievement of the two goals over a one-year performance period. The number of PSUs that are earned based on the achievement of the performance goals (the “Earned PSUs”) will vest as follows subject to the NEO’s continued employment with the Company through each applicable vesting date: (i) 25% of the Earned PSUs will vest upon the one year anniversary of the applicable vesting commencement date and (ii) the remaining 75% of the Earned PSUs will vest in equal installments quarterly over the next three years.

Service-Based RSUs

RSU awards with service-based vesting align the interest of our NEOs with the interests of our stockholders by promoting the stability and retention of high-performing executive team members over the longer term. The RSUs generally vest over a four-year period in sixteen equal quarterly installments, provided the NEO remains employed with the Company though each applicable vesting date.

Fiscal 2022 Annual Equity Incentive Awards

Taking into consideration the factors described in the “Compensation Setting Process” section, the Compensation Committee recommended to the Board to approve the following grants of RSU and PSU awards to our NEOs in fiscal 2022. The grant date fair values of the annual equity awards assuming target performance are set forth in the tables below.

(1)

Non-GAAP Earnings Per Share is the same as Non-GAAP Net Income Per Share Attributable to CrowdStrike Common Stockholders, Diluted (discussed further below and in the appendix) except that it (i) excludes the effect of acquisitions and (ii) does not exclude gains and other income from strategic investments attributable to CrowdStrike.

​

(2)

RGP is defined as the percentage increase of fiscal 2022 revenue relative to fiscal 2021 revenue, excluding the effect of acquisitions.

​

 

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Fiscal 2022 Equity Incentive Awards — Annual Awards (excluding Multi-Year Awards)(1)

(1)

The above amounts reflect the grant date fair values of the RSU and PSU awards (with respect to the PSU awards, assuming target performance) granted to the NEOs in fiscal 2022, 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 2022 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 2021. For more information on the equity incentive awards granted to the NEOs in fiscal 2022, please see the “Grants of Plan-Based Awards Table for Fiscal 2022” below.

​

The table below shows the applicable fiscal 2022 PSU performance metrics and our achievement against them:

(1)

Non-GAAP Net Income Per Share Attributable to CrowdStrike Common Stockholders, Diluted was $0.67 during fiscal 2022. Non-GAAP Net Income Per Share Attributable to CrowdStrike Common Stockholders, Diluted is the same as Non-GAAP Earnings Per Share, except that Non-GAAP Earnings Per Share (i) excludes the effect of acquisitions and (ii) does not exclude gains and other income from strategic investments attributable to CrowdStrike. Such adjustments in aggregate would have increased Non-GAAP Earnings Per Share above $0.67 during fiscal 2022, which even without the adjustment significantly exceeded the maximum performance target. Accordingly, we have not further calculated the Non-GAAP Earnings Per Share since it would not change the payout percentage for our PSUs. A reconciliation of the closest GAAP measure to Non-GAAP Net Income Per Share Attributable to CrowdStrike Common Stockholders, Diluted is included in the appendix.

​

Multi-Year PSU Awards

In fiscal 2022, Mr. Kurtz and Mr. Podbere were both issued a multi-year PSU award to recognize the instrumental roles they continue to play in driving the Company’s growth and performance in this critical next post IPO stage. In considering and developing the grants, the Compensation Committee, with the assistance of Compensia, examined other non-annual equity grants that were issued to executives at other technology companies shortly after becoming publicly listed.

The multi-year PSU awards are comprised of four equal tranches of PSUs, each of which will be earned and will vest upon the satisfaction of both a performance-based vesting condition and a service-based vesting condition. The performance condition applicable to the multi-year PSU awards will be earned based on the Company’s achievement of specified stock price hurdles, as set forth in the table below and subject to anti-dilution adjustments, during the performance period beginning on the date of grant and ending on January 31, 2027. Achievement of the applicable stock price hurdle for any PSU tranche will occur on the date that the Company certifies that the average closing price per share of the Company’s Class A common stock during any 45 consecutive trading days during the performance period exceeded the applicable stock price hurdle for such tranche. Such achievement will be reviewed, and any certifications will be made, within 30 days after the end of each fiscal quarter of the Company. Any PSUs for which the applicable stock price hurdle is not achieved prior to the end of the performance period will be forfeited in their entirety.

 

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Shown below is an illustration of the performance and service conditions associated with the multi-year PSU Awards.

The service condition applicable to each tranche of the multi-year PSU awards will be satisfied in installments as follows, subject to each of Mr. Kurtz’s and Mr. Podbere’s continued employment with the Company through each applicable vesting date: (i) 50% of Mr. Kurtz’s and Mr. Podbere’s multi-year PSU awards underlying the applicable tranche will service vest on the first anniversary of their respective vesting commencement date applicable to such tranche of PSUs and (ii) the remaining multi-year PSU awards with respect to such tranche will thereafter service vest in four equal quarterly installments of 12.5%.

The grant date fair values of the multi-year PSU awards are set forth in the tables below. The Compensation Committee in consultation with Compensia, granted Mr. Kurtz a special award of 540,000 PSUs on August 28, 2021 and Mr. Podbere a special award of 115,000 PSUs on January 12, 2022.

Fiscal 2022 Equity Incentive Awards — Multi-Year Awards(1)

(1)

The above amounts reflected the grant date fair values of the multi-year PSU awards granted to the NEOs in fiscal 2022, and do not represent the actual economic value that may be realized by the NEOs. For more information on the multi-year PSU awards, please see the “Grants of Plan-Based Awards Table for Fiscal 2022” below.

​

In the event of a “change in control” ​(as defined in the 2019 Plan), any tranche of PSUs for which the stock price hurdle has not previously been satisfied will be deemed earned to the extent that the per share value of our common stock (plus the value of any other consideration received by the Company’s stockholders) in connection with such change in control transaction equals or exceeds the stock price hurdle applicable to such tranche of PSUs. If the transaction price falls between any two price hurdles, a pro rata portion of the tranche of PSUs that is subject to the higher of such two price hurdles will be deemed earned using linear interpolation, and any other PSUs for which the applicable stock price hurdle is not achieved will be forfeited in their entirety. To the extent any of the earned PSUs have not yet satisfied the service condition as of the date of the change in control, such PSUs will remain outstanding and eligible to service vest based on, and subject to, each of Mr. Kurtz’s and Mr. Podbere’s continued employment following the date of the change in control.

 

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In addition, in the event of Mr. Kurtz’s or Mr. Podbere’s termination of employment, the unvested portions of their respective multi-year PSU awards will be treated as follows:

•

Mr. Kurtz

​

•

Subject to the achievement of the performance condition in connection with a change in control as set forth above, Mr. Kurtz’s multi-year PSU award will service vest in full in the event he is terminated without “cause” or resigns for “good reason” during the 3-month period before, or the 24-month period after, the occurrence of a change in control in accordance with his Change in Control and Severance Agreement, dated as of September 1, 2021, as described in more detail in the “Offer Letters, Employment Agreements and Change in Control Arrangements” section below.

​

•

In the event Mr. Kurtz’s employment is terminated for any reason outside of the context of a change in control, any unvested portion of Mr. Kurtz’s multi-year PSU award will be forfeited in its entirety.

​

•

In the event that Mr. Kurtz ceases to serve as the Company’s President and Chief Executive Officer at any time and for any reason, any then unvested portion of his multi-year PSU award will also be forfeited in its entirety, unless Mr. Kurtz thereafter continues to serve as an executive officer of the Company or as Executive Chairman of the Company, in which case, 33.33% of the then-outstanding and unvested portion of the multi-year PSU award will remain outstanding and eligible to vest in accordance with its terms (and the remaining 66.67% of the PSUs will be automatically forfeited).

​

•

Mr. Podbere

​

•

If Mr. Podbere’s employment is terminated for any reason (whether or not in connection with a change in control), any unvested portion of his multi-year PSU award will be forfeited in its entirety.

​

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 certain health and welfare 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. In addition, we provide our executives and certain other senior management team members supplemental health benefits.

Perquisites and Other Personal Benefits

For fiscal year 2022, 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 special 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.

 

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In early fiscal 2023, we approved a security program, pursuant to which we expect to incur certain costs related to Mr. Kurtz’s personal security, including Mr. Kurtz’s use of private aircraft, security personnel and the installation and maintenance of security measures in and around Mr. Kurtz’s residences.

Offer Letters, Employment Agreements and Change in Control Arrangements

Offer Letters

We have entered into employment agreements or offer letters with each of our NEOs which generally provide for at-will employment with no specified employment terms, as well as severance protections in certain circumstances, as described in more detail in the “Potential Payments Upon Termination or Change in Control” section below.

In addition, as a condition of their employment, we also require that our employees, including our NEOs, sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of certain intellectual property rights to the Company, and non-disclosure of Company proprietary information.

Kurtz Change in Control and Severance Agreement

On September 1, 2021, the Company entered into a change in control and severance agreement with George Kurtz, the Company’s President and Chief Executive Officer (the “Change in Control and Severance Agreement”) which supersedes and replaces the severance pay and benefits provided under Mr. Kurtz’s existing employment agreement with CrowdStrike, Inc., dated as of November 11, 2018. The terms of the Change in Control and Severance Agreement are described in detail below under “Potential Payments upon a Termination or Change in Control.”

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 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,

 

| Page 35

 

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 2022, 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 performance-based pay components. Our Compensation Committee conducts this assessment annually.

Report of the Compensation Committee of the Board of Directors

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, 2022.

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

Sameer K. Gandhi (chairperson)
Cary J. Davis

Pay Ratio Disclosure

In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for fiscal 2022:

•

the median of the annual total compensation of all our employees (excluding our CEO) was $183,564;

​

•

the annual total compensation of our CEO was $147,695,746; and

​

•

the ratio of these two amounts was 805 to 1.

​

We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.

Methodology for Identifying Our Median Employee

Employee Population

To identify the median of the annual total compensation of all of our employees (other than our CEO), we first identified our total employee population from which we determined our median employee. We determined that, as of December 31, 2021, our employee population consisted of approximately 4,733 individuals of which approximately 64.8% were located in the United States and 35.2% were located in jurisdictions outside the United States.

Determining our Median Employee

As permitted by SEC rules, to identify our median employee for fiscal 2022, we used total direct compensation as our consistently applied compensation measure, which we calculated as total cash compensation as reflected in our payroll records and the market value as of the grant date of equity granted to our employees, converted to U.S. Dollars for employees paid in other than U.S. dollars. In making this determination, we annualized the base salary compensation of our full- and part-time employees employed with us as of December 31, 2021 who did not work for us for the entire fiscal year.

Determination of Annual Total Compensation of our Median Employee and our CEO

Once we identified our median employee, we then calculated this individual’s annual total compensation for fiscal 2022 by using the same methodology we used for our NEOs in our fiscal 2022 Summary Compensation Table above.

 

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Executive Compensation Tables

Fiscal 2022 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, 2022, 2021 and 2020.

(1)

This amount represents discretionary bonuses paid to Mr. Kurtz.

​

(2)

The amounts disclosed represent the grant date fair value of the RSUs and PSUs granted to our NEOs during the relevant fiscal year as computed in accordance with FASB ASC Topic 718. These grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the RSUs and PSUs or the sale of any common stock acquired under such RSUs or PSUs.

​

Other than with respect to Mr. Kurtz and Mr. Podbere’s multi-year PSU awards, the amounts disclosed for the PSUs included in this column were calculated based on the probable outcome of the performance condition as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. Excluding the multi-year PSU awards, the following are the values of the PSU awards granted to our NEOs in fiscal 2022 as of the grant date assuming attainment of the maximum level of performance: Mr. Kurtz ($15,011,733), Mr. Podbere ($6,505,382), Mr. Henry ($6,505,382), Mr. Black ($6,505,382), and Mr. Carpenter ($6,505,382). The values of the PSU awards granted to our NEOs in fiscal 2021 as of the grant date were calculated assuming attainment of the maximum level of performance.

As described in “Executive Compensation Discussion and Analysis — 3 — Fiscal Compensation Program and Results — Multi-Year PSU Awards” above, Mr. Kurtz and Mr. Podbere were granted multi-year PSUs, which vest based on the achievement of certain stock price hurdles and continued service. The grant date fair value of Mr. Kurtz’s multi-year PSU award is calculated based on a Monte-Carlo simulation with the following inputs: stock price: $269.97; cost of equity: 9.36%; stock price volatility: 55.36%; and risk free interest rate: 0.85%. The grant date fair value of Mr. Podbere’s multi-year PSU award is calculated based on a Monte-Carlo simulation with the following inputs: stock price: $187.97; cost of equity: 9.73%; stock price volatility: 54.89%; and risk free interest rate: 1.51%.

For additional information on how we account for equity-based compensation, see Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2022, which was filed with the SEC on March 16, 2022.

(3)

For Messrs. Kurtz, Podbere and Black, the amounts reported for fiscal 2022 reflect the bonus payments received by such NEOs under the CIP in respect of fiscal 2022 performance. For Messrs. Henry and Carpenter, the amounts reported for fiscal 2022 reflect the commission incentives earned by each of Messrs. Henry and Carpenter under the Commission Plan for fiscal 2022.

​

(4)

These amounts represent supplementary benefits including the dollar value of employer costs for life and disability insurance, executive supplemental health benefits and a 401(k) match. These amounts also include, where we incur incremental costs under such arrangements, airfare and hotel expenses paid by the Company for guests to travel with our executives from time to time.

​

 

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(5)

As part of our sales and marketing activities, we sponsor a CrowdStrike-branded professional racing car, which Mr. Kurtz drives in some races at no incremental cost to us and in lieu of us hiring a professional driver. As we do not pay any amounts to Mr. Kurtz under these arrangements, it is not reflected in the above table.

​

(6)

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

​

(7)

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

​

(8)

Mr. Black ceased serving as our Chief Operating Officer on October 1, 2021.

​

(9)

Mr. Carpenter’s employment terminated effective as of December 15, 2021.

​

Grants of Plan-Based Awards for Fiscal 2022

The following table sets forth certain information regarding grants of plan-based awards to our NEOs for fiscal 2022 under our compensation programs and plans.