George Kurtz

About George Kurtz

George Kurtz, 54, is CrowdStrike’s co-founder and has served as President, Chief Executive Officer, and Director since November 2011. He holds a B.S. in Accounting from Seton Hall University and is a CPA (New Jersey, inactive) . Under his leadership in FY2025, CrowdStrike delivered 29% YoY revenue growth to $3.95B, ARR growth of 23% to $4.24B, free cash flow of $1.07B (27% margin), and maintained ≥97% gross retention; a $100 investment on 1/31/2020 grew to $651.61 by 1/31/2025, outpacing major indices .

Past Roles

External Roles

Fixed Compensation

Notes: FY2025 salary increases effective Feb 1, 2024 .

Performance Compensation

Annual Cash Incentive (CIP) – FY2025

Result: Kurtz earned 106.0% of target bonus for $1,325,064 in FY2025 .

Long-Term Equity Incentives (LTIs)

• Structure and Metrics

  • 50% PSUs measured on FY2025 Revenue Growth % and Non-GAAP EPS; payout 0–200%; both thresholds must be met .
  • 50% RSUs vest over 4 years in 16 quarterly installments .
  • PSU service-vesting: 25% at 1-year anniversary, remaining 75% quarterly over next 3 years .

• FY2025 PSU Targets and Outcome | Metric | Min (25%) | Target (100%) | Max (200%) | Actual | Payout | |---|---:|---:|---:|---:|---:| | Revenue Growth % | 28% | 31% | 32% | 29.3% | 75.6% overall PSU payout | | Non-GAAP EPS ($) | 3.77 | 3.97 | 4.15 | 3.95 | 75.6% overall PSU payout |

• FY2025 Annual Grants (Granted 4/17/2024) | Grant | Shares (#) | Grant Date Fair Value ($) | |---|---:|---:| | Target PSUs | 54,225 | 15,925,340 | | RSUs | 54,225 | 15,925,340 |

Reference planned award sizing (board-approved values): RSUs $17.5M; Target PSUs $17.5M; Total $35.0M .

• Multi-Year PSU Award (FY2022)

  • Stock-price hurdle PSU award (4 equal tranches; performance window through 1/31/2027) .
  • Tranches 1 and 2 achieved and certified on May 2, 2024 and May 2, 2025; service conditions satisfied as of Feb 1, 2024 and Feb 1, 2025; vesting of 270,000 and 57,500 PSUs (each) for Kurtz .

• Vesting and Realized Value in FY2025 | Item | FY2025 | |---|---:| | Shares Acquired on Vesting (#) | 627,184 | | Value Realized on Vesting ($) | 207,073,040 | | Option Exercises (#/$) | 0 / 0 |

Equity Ownership & Alignment

• Stock Ownership Guidelines: CEO must own 6x base salary; executives and directors must comply by March 5, 2029 or five years from appointment; as of FY2025, all current NEOs and directors met or exceeded guidelines based on accumulation pace .
• Anti-Hedging/Pledging: Hedging prohibited; pledging or margin accounts prohibited absent express advance permission from Board and CLO .
• Options Outstanding: 351,989 options exercisable at $11.13; expiration 10/9/2028 (grant dated 10/9/2018) .

Employment Terms

Change in Control and Severance (CEO)

Additional provisions:

• Certain 2018 pre-IPO options/RSUs fully vest upon qualifying CIC per award terms .
• Clawback: Company will recover incentive-based compensation upon an accounting restatement for the prior three years per policy effective Oct 2023 .
• No excise tax gross-ups; no single-trigger CIC acceleration; hedging/pledging prohibited .

Board Governance (Director Role and Dual-Role Implications)

• Board Service: Director since Nov 2011; Class III nominee for 2025; member of the Transaction Committee .
• Independence: Kurtz is not independent (executive director). Board has an independent Chair (Gerhard Watzinger) and seven of nine directors are independent; all Audit, Compensation, and Nominating/Governance committees are fully independent .
• Dual-Role Mitigation: Separation of CEO and independent Chair enhances objective oversight; regular executive sessions of independent directors support governance checks .
• Board Activity: Board met 19 times in FY2025; all directors met ≥75% attendance; nearly all attended 2024 annual meeting (except Mr. Sullivan) .
• Capital Structure: Dual-class sunset in FY2025; one share, one vote policy now in effect .

Compensation Structure Analysis

• Pay-for-Performance Mix: Heavy emphasis on at-risk and long-term equity; on average 93.3% of NEO annual compensation tied to LTIs; 50.1% performance-based (excludes former CSO) .
• Metric Rigor and Evolution: FY2025 CIP increased non-GAAP operating income weight to 30% (from 20%) to balance growth and profitability; CIP metrics (Operating Income, Net New ARR, NRR) and PSU metrics (Revenue Growth %, Non-GAAP EPS) tightly aligned to growth and margin expansion .
• Equity Design: 50/50 PSUs vs RSUs; PSUs require threshold levels on both revenue growth and EPS; capped at 200% payout; FY2025 PSU payout at 75.6% indicates balanced target-setting through mixed performance .
• Multi-Year Equity: 2022 stock-price PSU program with multiple tranches rewards sustained value creation; two tranches certified in 2024 and 2025 .
• Governance Practices: Independent comp consultant (Compensia); no single-trigger CIC; no 280G/4999 tax gross-ups; robust clawback and ownership guidelines .

Risk Indicators & Alignment

• Insider Selling Pressure: Significant FY2025 vesting (627,184 shares; $207.1M value) creates potential supply in trading windows, though no FY2025 option exercises; subject to insider trading policy and blackout windows .
• Pledging/Hedging: Prohibited (pledging requires explicit pre-approval), reducing misalignment risk .
• Ownership: Kurtz beneficially owns ~2.53% of shares, largely via direct and trust holdings; meaningful skin-in-the-game .
• CIC Terms: Double-trigger acceleration and cash severance could be material (e.g., ~$134.3M equity acceleration as of 1/31/2025 in CIC termination), potentially influencing retention and M&A dynamics .

Director Service and Compensation (as Director)

• Committee Role: Transaction Committee member; not on Audit/Comp/Nom-Gov committees to preserve committee independence .
• Independence/Leadership: Independent Chair structure mitigates CEO + Director conflicts; committees fully independent; regular executive sessions .
• Director Compensation: Policy applies to non-employee directors; as CEO, Kurtz is not covered by outside director fees/RSUs described for non-employee directors .

Performance & Track Record

• Execution Highlights (FY2025): Launched Charlotte AI Detection Triage; expanded Falcon Cloud Security (ASPM); acquired Adaptive Shield (SaaS security); set new threat detection speed benchmark; earned multiple FedRAMP authorizations; scaled module adoption across customer base .
• Customer Scale: >74,000 organizations served (end customers plus MSSP end customers), +30% YoY .
• Financial Momentum (FY2025): Revenue $3.95B (+29%), ARR $4.24B (+23%), CFO $1.38B and FCF $1.07B (27% margin) .
• TSR: $100 grew to $651.61 over five years to 1/31/2025, outperforming S&P 500 and Nasdaq 100 .

Employment Terms (Other Policies/Benefits)

• 401(k) with company match of 50% of first 2% of compensation; broad-based benefits; CEO’s “All Other Compensation” totaled $1,019,555 in FY2025 (detail not itemized here) .

Investment Implications

• Alignment and Retention: Kurtz’s substantial ownership (~2.53%) and multi-year PSU design strongly align with long-term TSR; ownership guidelines (6x salary) and anti-hedging/pledging tighten alignment and reduce risk .
• Incentive Quality: Balanced CIP (growth + profitability) and PSUs (revenue + EPS) drove disciplined execution; FY2025 PSU payout at 75.6% evidences rigorous targets (not a layup) .
• Overhang/Supply Dynamics: Large, ongoing RSU/PSU vesting (e.g., 627k shares vested in FY2025; multi-year PSU tranches certified) may create intermittent selling pressure in open windows, though subject to trading policies and potential 10b5-1 plans .
• Change-in-Control Economics: Double-trigger acceleration is significant (>$130M equity value as of 1/31/2025), supportive of retention but could be a consideration in strategic transactions .
• Governance: Independent Chair, independent committees, and the sunset of dual-class reduce governance risk and dual-role concerns (CEO + director) while preserving board oversight quality .