Denis J. O’Leary
CrowdStrike HoldingsAbout Denis J. O’Leary
Denis J. O’Leary, 68, is an independent director of CrowdStrike (CRWD) and has served on the board since December 2011. He holds a B.A. in Economics from the University of Rochester and an MBA from New York University, and brings extensive financial, investment, and global executive experience from roles at JPMorgan Chase, Encore Financial Partners, and as board chair at Fiserv. He currently serves on CrowdStrike’s Nominating and Corporate Governance Committee and is classified by the Board as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Corporate Treasurer; CIO; Head of Retail & Small Business Banking | 1978–2003 | Senior executive roles in finance and technology |
| Encore Financial Partners, Inc. | Co-Managing Partner | Sep 2009–Feb 2016 | Acquisition/management of banking organizations |
| Private Investor | Investor | Since Jan 2016 | Focus on investments post-2016 |
| Fiserv, Inc. | Chairman of the Board (public) | Prior to May 2022 | Chair; term ended at 2022 annual meeting |
| Ventiv, Inc. | Director (private) | Not disclosed | Board role at privately held software company |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Fiserv, Inc. | Chairman of the Board | Former | Term expired at 2022 annual meeting |
| Ventiv, Inc. | Director | Private | Privately held software company |
Board Governance
- Committee assignments (FY2025): Nominating and Corporate Governance Committee member (Chair: Laura J. Schumacher; meetings: 4).
- Independence: The Board determined O’Leary is independent under SEC and Nasdaq rules; Board is 78% independent; Chair is independent.
- Board attendance and engagement: The Board met 19 times in FY2025; each director attended ≥75% of meetings; regular executive sessions of independent directors.
- Governance improvements: Dual-class sunset in fiscal 2025; stock ownership guidelines for independent directors adopted in March 2024; anti-hedging/anti-pledging policies.
Fixed Compensation
| Component | Amount/Policy | FY2025 Actuals | Detail |
|---|---|---|---|
| Board retainer (cash) | $40,000 annual | Included in $47,083 total cash | Payable quarterly; may elect stock in lieu |
| Nominating & Corporate Governance member fee (cash) | $5,000 annual | Included in $47,083 total cash | Payable quarterly |
| Equity retainer (annual RSUs) | $250,000 grant-date fair value | $249,676 RSUs | Vests in full on earlier of 1-year anniversary or next annual meeting |
| Shares received in lieu of cash | Election permitted | 133 shares | Non-employee directors may elect stock for cash retainers |
| Total FY2025 director compensation | — | $296,759 | Cash $47,083 + stock awards $249,676; no options or other comp disclosed for O’Leary |
The Outside Director Compensation Policy (updated in fiscal 2025) sets cash and equity levels, including committee chair/member fees (Audit Chair $25,000; Comp Chair $20,000; Nom/Gov Chair $10,000; Audit member $12,500; Comp member $10,000; Nom/Gov member $5,000). O’Leary is not a chair.
Performance Compensation
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Director equity | None disclosed (time-based RSUs) | Annual RSUs vest in full on earlier of 1-year anniversary or next annual meeting; change-in-control accelerates vesting |
No performance-based director metrics (e.g., revenue/TSR) are disclosed for non-employee directors; RSUs are time-based.
Other Directorships & Interlocks
| Organization | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Amended & Restated Registration Rights Agreement (RRA) | O’Leary is a party to CrowdStrike’s RRA alongside certain stockholders/directors, granting demand/“piggyback” registration rights | Typical for pre-IPO/IPO; monitored under Related Party Transaction Policy and Audit Committee oversight |
No other related-party transactions involving O’Leary above $120,000 were disclosed beyond the RRA.
Expertise & Qualifications
- Economics B.A. (University of Rochester) and MBA (NYU); deep finance and technology credentials from senior JPMorgan roles (Treasurer, CIO).
- Investment and board leadership experience (Encore Financial Partners; former Fiserv chair; Ventiv director).
- Governance: Brings investment/financial expertise to Nominating and Corporate Governance Committee.
Equity Ownership
| Item | Amount/Status | Date/Context |
|---|---|---|
| Class A shares beneficially owned | 12,656 | As of April 18, 2024 |
| Class B shares beneficially owned | 71,169 | As of April 18, 2024 |
| Shares underlying unvested RSUs | 641 | As of Jan 31, 2025 |
| Options | 0 | As of Jan 31, 2025 |
| Ownership guidelines | Stock ownership guidelines for independent directors adopted | March 2024 (qualitative disclosure; no individual compliance status disclosed) |
| Hedging/Pledging | Prohibited (hedging); pledging prohibited without consent | Insider Trading Policy and governance practices |
Governance Assessment
- Board effectiveness: Long-tenured independent director with strong finance/technology background; active on Nominating & Corporate Governance; Board/committee meeting cadence and attendance meet best practices.
- Alignment: Director pay skewed to equity ($250k RSUs vs ~$45k–$50k cash), plus stock ownership guidelines and anti-hedging/anti-pledging—supports shareholder alignment.
- Conflicts: Only notable related-party item is inclusion in the standard RRA; no operating transactions or service-provider ties disclosed—low conflict risk.
- Signals: Governance strengthened by dual-class sunset (one-share, one-vote), regular executive sessions, independent chair, and committee independence—all supportive of investor confidence.
RED FLAGS
- None identified specific to O’Leary beyond standard RRA participation; no pledging/hedging allowed by policy; no related-party transactions above threshold disclosed.