Cary J. Davis
CrowdStrike HoldingsAbout Cary J. Davis
Cary J. Davis (age 58) is an independent director at CrowdStrike, serving since July 2013 and currently chairs the Compensation Committee. He is a Managing Director at Warburg Pincus (joined October 1994), with prior roles as Executive Assistant to Michael Dell at Dell Inc. and consultant at McKinsey & Company; he holds a B.A. in Economics from Yale University and an MBA from Harvard Business School . He was nominated for a new three-year term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director; invests in software and fintech | Joined Oct 1994 | Brings investment and business expertise to CRWD’s Board and Compensation Committee |
| Dell Inc. | Executive Assistant to Michael Dell | Prior to 1994 | Operational exposure to technology leadership |
| McKinsey & Company | Consultant | Prior to 1994 | Strategy advisory experience |
| Cyren | Director (previous) | Not disclosed | Cybersecurity domain exposure |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Clearwater Analytics Holdings, Inc. | Director | Current | SaaS investment data platform (public) |
| Several privately held companies | Director | Current | Multiple boards (not specified) |
Board Governance
- Independence: The Board determined Davis is independent under Nasdaq and SEC rules .
- Committee leadership and membership:
- Compensation Committee Chair; members: Davis (Chair), Roxanne S. Austin (joined April 2025), Sameer K. Gandhi; 8 meetings in FY2025 .
- Board activity and attendance: Board met 19 times in FY2025; each director attended at least 75% of Board and committee meetings on which they served .
- Chair rotation: Committee chairs rotated in fiscal 2025; Davis assumed Compensation Committee chair role (previously Gandhi in FY2024) .
- Stockholder engagement: Company met or sought meetings with holders of >40% of outstanding shares since 2024 annual meeting .
- Governance practices: One share/one vote after sunsetting dual class in FY2025; independent Board Chair; restrictions on hedging and pledging; clawback policy; annual evaluations .
Fixed Compensation
Outside Director Compensation Policy (updated FY2025): annual cash retainers—Board member $40,000; Compensation Committee chair $20,000; Compensation Committee member $10,000; non-executive Chair $50,000 (others see table); directors may elect to receive cash retainers in stock; annual RSU grant of $250,000 at each annual meeting; initial RSU $375,000 for new directors; director equity fully vests on change in control, subject to service .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual RSU grant (continuing directors) | $250,000 | $250,000 |
| Board member cash retainer | $40,000 | $40,000 |
| Compensation Committee chair cash retainer | $20,000 | $20,000 |
| Compensation Committee member cash retainer | $9,500 | $10,000 |
| Change-in-control vesting for director equity | Full vesting (subject to service) | Full vesting (subject to service) |
Director compensation actually received by Davis:
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $49,500 | $55,625 |
| Stock Awards ($) | $249,867 | $249,676 |
| Options ($) | — | — |
| All Other Compensation ($) | — | — |
| Total Compensation ($) | $299,367 | $305,301 |
| Shares received in lieu of cash (count) | 297 | 157 |
Compensation mix (FY2025): Equity ~82% ($249,676 of $305,301), Cash ~18% ($55,625) .
Performance Compensation
As Compensation Committee Chair, Davis oversees performance-linked pay for executives. Fiscal 2025 performance metrics:
| Program | Metrics | Target(s) | Actual FY2025 | Payout Mechanics |
|---|---|---|---|---|
| Corporate Incentive Plan (CIP) | Non-GAAP Operating Income (30% weight) | $886.5M (aggregate of quarterly targets) | 108.6% of target (avg quarterly achievement) | 0–110% payout curve; funded only ≥85% of target |
| Corporate Incentive Plan (CIP) | Net New ARR (70% weight) | $775.0M (aggregate of quarterly targets) | 104.1% of target (avg quarterly achievement) | ≤150% payout cap; multipliers above target |
| CIP Modifier | Net Retention Rate (NRR) | 115–120% per quarter | 119%, 118%, 115%, 112% Q1–Q4 | ±10% modifier applied by quarter |
| PSUs (FY2025) | Revenue Growth Percentage (RGP) | Threshold 28%; Target 31%; Max 32% | 29.3% | 25–200% payout, both metrics must meet thresholds |
| PSUs (FY2025) | Non-GAAP EPS | Threshold $3.77; Target $3.97; Max $4.15 | $3.95 | 25–200% payout, subject to service vesting |
Overall FY2025 PSU payout: 75.6% of target . CIP payouts (examples): CEO 106.0% of target; similarly for other NEOs .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Clearwater Analytics Holdings, Inc. | Current public company director | No related party transaction disclosed involving Davis . |
| Warburg Pincus | Managing Director | Company applies Related Party Transaction Policy; Audit Committee oversight; exceptions include <10% ownership in counterparties; no disclosed CRWD transactions involving Davis . |
| Cyren | Prior director | No current relationship disclosed . |
Related party oversight: Audit Committee must pre-approve related-person transactions; policy excludes certain immaterial or ordinary-course transactions and minority (<10%) interests; FY2025 disclosed related-party items did not involve Davis (e.g., Falcon Fund with Accel; leased aircraft with CEO-owned LLC reviewed/approved) .
Expertise & Qualifications
- Economics and MBA training; extensive software/fintech investing background .
- Brings “extensive business and investment expertise” and company/industry knowledge to Board and Compensation Committee .
Equity Ownership
| Ownership Detail (as of April 15, 2025) | Amount |
|---|---|
| Shares beneficially owned (total) | 20,312 |
| Percent of shares outstanding | <1% (Class A outstanding: 249,063,280) |
| Direct holdings | 9,168 |
| The 2011 Davis Family Trust | 9,199 |
| The 2014 John McGinn GST Trust | 1,945 |
| Unvested RSUs outstanding (as of Jan 31, 2025) | 641 |
| Options outstanding | 0 |
Stock ownership guidelines: Directors must own ≥5x annual cash retainer by March 5, 2029 or within 5 years of appointment; Company reports all then-current directors met or were on track based on accumulation rates by end of FY2025 .
Section 16 compliance: All required filings were made; late Form 4s reported for O’Leary, Gandhi, and one officer; Davis not listed among late filers .
Fixed Compensation (Details)
| Component | Policy/Practice | Notes |
|---|---|---|
| Cash retainers | Board member $40,000; Comp Chair $20,000; Comp member $10,000 | Quarterly payment; may elect stock in lieu of cash |
| Equity | Annual RSU grant $250,000 | Vests by next annual meeting or 1-year anniversary |
| Initial equity (new directors) | RSU $375,000 + pro-rated annual $250,000 | 3-year vest for initial RSU |
| Change in control | Director equity fully vests | Requires continuous service through event |
| Perquisites | Health insurance benefits (modest) | Example values reported for some directors |
Governance Assessment
-
Strengths:
- Independent director; independent Compensation Committee Chair; committee met 8 times in FY2025 with robust remit including succession, clawback, and human capital .
- Clear pay-for-performance construct administered by his committee (CIP with profitability and growth metrics; PSUs tied to revenue growth and non-GAAP EPS with tight thresholds and a 200% cap) .
- Equity-heavy director pay and stock ownership guidelines enhance alignment; anti-hedging/pledging policy in place .
- Board engagement evidenced by 19 meetings and stockholder outreach >40% of shares .
-
Watchpoints / RED FLAGS:
- Pending derivative lawsuits naming certain officers and directors (Company as nominal defendant) may pose governance optics risk; cases consolidated/stayed pending related securities action .
- Davis’s Warburg Pincus role presents potential for perceived conflicts if Warburg portfolio activities intersect CrowdStrike; mitigated by formal related party transaction policy and Audit Committee pre-approval; no Davis-specific transactions disclosed .
- Director-level performance pay not applicable; alignment relies on RSUs and ownership guidelines rather than performance-linked director equity .
-
Additional notes:
- Dual class structure sunset to one share, one vote in FY2025 improves governance quality .
- Committee chair rotations in FY2025 reflect refresh of leadership roles (Compensation and Nominating) .
Performance Compensation (Metric Table for FY2024, for context)
| Program | Metrics | Target(s) | Actual FY2024 | Payout Mechanics |
|---|---|---|---|---|
| CIP | Non-GAAP Operating Income (20% weight) | $715.6M (aggregate) | 105.4% (avg quarterly) | 0–110% payout curve; gate at ≥85% |
| CIP | Net New ARR (80% weight) | $849.5M (aggregate) | 102.6% (avg quarterly) | Multipliers above target; capped at 150% |
| CIP Modifier | Net Retention Rate (NRR) | 120% per quarter | 122% (Q1); 119% (Q2–Q4); +2.4% discretionary modifier in Q3 | |
| PSUs (FY2024) | RGP | Threshold 30%; Target 35%; Max 50% | 36.3% | |
| PSUs (FY2024) | Non-GAAP EPS | Threshold $2.21; Target $2.39; Max $2.61 | $3.16 | |
| Overall PSU payout | — | — | 154.4% of target |
These structures and outcomes fall under the Compensation Committee’s purview (Davis as member in FY2024; chair in FY2025) .
Other Directorships & Interlocks (Expanded)
| Entity | Relationship Type | Disclosure |
|---|---|---|
| Falcon Fund / Falcon Fund II | CRWD & Accel co-investment vehicles | Accel associated entities >5% Class B pre-sunset; $0/new contributions since Feb 1, 2024 to Falcon Fund; $10M contributed to Falcon Fund II; no Davis involvement disclosed |
| Leased Aircraft | CEO-related LLC | Audit Committee reviewed/approved; $5.425M paid in FY2025; unrelated to Davis |
Equity Ownership (Unvested Awards and Options as of FY2024 vs FY2025)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Unvested RSUs (count) | 1,737 | 641 |
| Options outstanding (count) | 0 | 0 |
No shares pledged by Davis are disclosed; Company prohibits pledging absent consent under insider trading policy **[1535527_0001104659-24-057449_tm242831d2_def14a.htm:55]** **[1535527_0001104659-25-045047_tm252455-2_def14a.htm:19]**.