Burt Podbere
CrowdStrike HoldingsAbout Burt Podbere
Burt W. Podbere has served as CrowdStrike’s Chief Financial Officer since September 2015. He previously held CFO roles at OpenDNS (2014–2015) and Net Optics (2011–2014). He is a Chartered Accountant and holds a B.A. from McGill University . During FY2025, CrowdStrike delivered 29% revenue growth to $3.95B, ARR +23% to $4.24B, and a 27% free cash flow margin, supporting robust pay-for-performance frameworks and long-term TSR outperformance ($100 invested on Jan 31, 2020 grew to $651.61 by Jan 31, 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OpenDNS (acquired by Cisco) | Chief Financial Officer | May 2014 – Aug 2015 | Led finance at a cloud-delivered network security company |
| Net Optics (acquired by Ixia) | Chief Financial Officer | Oct 2011 – Apr 2014 | Managed finance for network monitoring/access solutions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CrowdStrike Foundation | Treasurer and Board Member | Since Nov 2017 | Supports next-gen cybersecurity and AI talent via scholarships/grants |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 625,000 | 675,000 |
| Target Bonus (% of Base) | 100% | 100% | 100% |
| Actual Bonus ($) | 565,804 | 653,531 | 715,534 |
| All Other Compensation ($) | 17,343 | 32,124 | 18,478 |
| Total Compensation ($) | 21,214,629 | 20,206,385 | 15,059,136 |
Notes:
- FY2025 base salary increased from $625,000 to $675,000 effective Feb 1, 2024 .
- Target bonus remained at 100% of base in FY2025 .
Performance Compensation
Annual Cash Incentive (CIP) – FY2025
| Metric | Weighting | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Non-GAAP Operating Income | 30% | 85% of target | 100% of target | 110% of target | Avg 108.6% across quarters; aggregate target $886.5M | As per scale (up to 110%) |
| Net New ARR | 70% | 80% of target | 100% of target | 150% payout cap | Avg 104.1% across quarters; aggregate target $775.0M | 1.5x on >100%, 2x on >110% (cap 150%) |
| Net Retention Rate (modifier) | ±10% | 115%–120% | — | — | Q1 119%, Q2 118%, Q3 115%, Q4 112% | Applied ±10% per quarter |
| CFO Actual Bonus Outcome | — | — | — | — | 106.0% of target achieved | $715,534 |
Changes vs FY2024: Operating income weight increased from 20% to 30% to further align incentives with profitability .
Long-Term Equity Incentives
Annual Grants (FY2025):
| Instrument | Grant Value ($) | Performance Metrics | Measurement Period | Vesting |
|---|---|---|---|---|
| Target PSUs | 7,500,000 | Revenue Growth % and non-GAAP EPS | 1-year (FY2025) | Earned PSUs: 25% at 1st anniversary; 75% quarterly over next 3 years |
| RSUs | 7,500,000 | Service-based | — | 16 equal quarterly installments beginning Jun 20, 2024 |
FY2025 PSU Targets and Outcome:
| Metric | Min | Target | Max | Actual | Payout (% of target) |
|---|---|---|---|---|---|
| Non-GAAP EPS ($) | 3.77 | 3.97 | 4.15 | 3.95 | 75.6% |
| Revenue Growth (%) | 28% | 31% | 32% | 29.3% | 75.6% (overall) |
FY2024 PSU outcome for context: EPS $3.16 vs $2.39 target; revenue growth 36.3% vs 35% target; payout 154.4% .
Multi-Year PSU (FY2022 award):
- Four tranches with stock price hurdles and service vesting through Jan 31, 2027; first and second tranches achieved and certified May 2, 2024 and May 2, 2025; service conditions satisfied Feb 1, 2024 and Feb 1, 2025, resulting in vesting of 57,500 PSUs for Mr. Podbere (aggregate) for each of the first two tranches .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 314,129 shares; <1% of outstanding |
| Breakdown (examples) | Includes 28,750 PSUs vesting within 60 days, spouse holdings of 30,000 shares, and multiple family trusts (Doris, Buttonwillow, PericlesPod, etc.) |
| Unvested Awards (as of Jan 31, 2025) | FY2024 PSUs: 17,557 shares ($6,988,915); FY2024 RSUs: 18,882 shares ($7,516,358) |
| Ownership Guidelines | Executives must own ≥1x base salary by Mar 5, 2029 or 5th anniversary of appointment; all then-current NEOs and directors met or exceeded/on track as of FY2025 |
| Hedging/Pledging | Hedging prohibited; pledging/margin accounts prohibited without Board and Chief Legal Officer consent |
| Clawback | Compensation Recovery Policy adopted Oct 2023 (3-year lookback for restatements) |
Vesting cadence implies ongoing quarterly RSU and PSU service vesting and potential liquidity events as shares deliver, with the FY2022 multi-year PSU tranches 1–2 already vested by FY2025 .
Employment Terms
| Provision | CFO Terms |
|---|---|
| Employment | At-will; confidentiality/invention assignment/arbitration agreement required |
| Severance (no CIC) | Three months’ base salary if terminated without “cause” or for “good reason” |
| Change-in-Control (CIC) | If termination within 12 months post-CIC: full vesting of any unvested options (per employment letter); note options are legacy grants; RSUs/PSUs governed by plan/award terms |
| Company Clawback | Compensation Recovery Policy (Oct 2023) per SEC/Nasdaq |
| Anti-Hedging/Pledging | As noted above |
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($) | 874,438,000 | 1,451,594,000 | 2,241,236,000 | 3,055,555,000 | 3,953,624,000 |
| EBITDA ($) | -60,271,000* | -86,138,000* | -117,802,000* | 105,959,000* | 101,526,000* |
Values retrieved from S&P Global*.
Additional context:
- FY2025 business highlights: ARR $4.24B (+23% YoY), free cash flow margin 27%, gross retention ≥97% each quarter .
- TSR: $100 invested Jan 31, 2020 → $651.61 by Jan 31, 2025; outperformed S&P 500 and Nasdaq 100 .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 equity grants totaled $15M (50% PSUs, 50% RSUs), consistent with FY2024 levels; no stock options awarded to NEOs in FY2025 .
- Increasing profitability focus: CIP operating income weighting increased to 30% in FY2025 from 20% in FY2024 .
- PSU rigor: FY2025 PSU targets tightened to EPS $3.97 and revenue growth 31%, with two-metric threshold requirements and 200% cap; actual FY2025 payout 75.6%, reflecting a tougher bar than FY2024’s 154.4% payout .
- Guaranteed vs at-risk pay: Significant portion of total pay remains performance-based via CIP and PSUs; target bonus unchanged at 100% of base .
Compensation Peer Group (Benchmarking)
CrowdStrike’s FY2025 peer group included Atlassian, BILL Holdings, Block, Cloudflare, Datadog, Enphase Energy, Fortinet, HubSpot, MongoDB, Okta, Palantir Technologies, Palo Alto Networks, Pinterest, Roblox, ServiceNow, Shopify, Snowflake, Snap, The Trade Desk, Twilio, Workday, Zoom Video Communications, Zscaler . The committee does not target specific pay percentiles; decisions reflect role, performance, retention, and market factors .
Say-on-Pay & Shareholder Feedback
- Active engagement with stockholders (met/engaged with holders of >40% of outstanding shares since 2024 meeting); adoption of executive and director ownership guidelines in March 2024 influenced by feedback .
Investment Implications
- Alignment: Strong linkage of CFO incentives to ARR growth, profitability (non-GAAP operating income), and long-term PSU metrics (EPS/revenue growth). FY2025 PSU underperformance vs targets (75.6%) underscores pay sensitivity to execution .
- Vesting/Selling Pressure: Quarterly RSU/PSU service vesting and FY2022 multi-year PSU tranches 1–2 vesting (57,500 PSUs each) create predictable share delivery; monitor Form 4s for potential sales around vest dates .
- Retention Risk: Severance is relatively modest (three months base pay). CIC protection for options is limited to legacy awards; ongoing equity value through RSUs/PSUs suggests retention primarily via continued vesting, not cash safeguards .
- Governance Comfort: Anti-hedging/pledging, stock ownership guidelines, and a clawback policy reduce agency risks and support alignment with long-term shareholders .