Gerhard Watzinger
CrowdStrike HoldingsAbout Gerhard Watzinger
Gerhard Watzinger, 64, is CrowdStrike’s independent Chair of the Board, serving as Chair since April 2012 and currently a member of the Audit Committee, Nominating and Corporate Governance Committee, and Transaction Committee. He holds an advanced degree in Computer Science from the University of Applied Sciences in Munich and brings deep operational expertise from leadership roles across cybersecurity and IT industries . The Board affirmatively determined he is independent under Nasdaq and SEC rules; CrowdStrike maintains an independent Chair structure to enhance oversight effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IGATE Corporation | Chief Executive Officer | Apr 2013 – Sep 2013 | Led IT services company through short transitional period |
| Intel (McAfee business unit) | EVP, Corporate Strategy & M&A | Until Mar 2012 | Led strategy/M&A; joined Intel in Feb 2011 via McAfee acquisition |
| McAfee | Executive leader post SafeBoot acquisition | Nov 2007 – Feb 2011 | Corporate strategy/M&A continuity; integration oversight |
| SafeBoot Corporation | Chief Executive Officer | Feb 2004 – Nov 2007 | Grew data protection software leader prior to sale to McAfee |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Invicti Security | Director | Not disclosed | Application security company |
| NinjaOne | Director | Not disclosed | IT management company |
| KnowBe4, Inc. | Director | Not disclosed | Security awareness training company |
| Mastech Digital, Inc. | Former Director | Not disclosed | Digital transformation/IT services |
| TeleSign | Former Director | Not disclosed | Digital identity company |
| Absolute Software Corporation | Former Director | Not disclosed | Persistent software company |
Board Governance
- Independent Chair of the Board; Audit, Compensation, and Nominating & Corporate Governance Committees are 100% independent; seven of nine directors are independent .
- Board met 19 times in FY2025; each director attended at least 75% of Board and applicable committee meetings. All then-directors attended the 2024 Annual Meeting except Mr. Sullivan .
- Committee memberships (FY2025):
- Audit Committee: Roxanne S. Austin (Chair), Godfrey R. Sullivan, Gerhard Watzinger; 8 meetings; oversees financial reporting, internal controls, cybersecurity/privacy risk, and reviews related-person transactions .
- Nominating & Corporate Governance Committee: Laura J. Schumacher (Chair), Denis J. O’Leary, Gerhard Watzinger; 4 meetings; oversees board composition, conflicts, governance policies, ESG, stockholder engagement .
- Transaction Committee: Sameer K. Gandhi, George Kurtz, Gerhard Watzinger; established Oct 2023; no meetings in FY2025 .
- Governance policies: stock ownership guidelines (adopted March 2024), clawback policy, anti-hedging and anti-pledging provisions; dual class sunset to one share/one vote in FY2025 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $106,458 | Annual retainers and committee fees; directors may elect stock in lieu of cash |
| Health Insurance Benefits (All Other Compensation) | $20,876 | Value of health insurance benefits |
| Shares Received in Lieu of Cash | 302 shares | Director election to receive stock instead of cash |
Outside Director Compensation Policy (rates):
- Non-executive Board Chair: $50,000; Board member: $40,000; Audit Chair: $25,000; Audit member: $12,500; Compensation Chair: $20,000; Compensation member: $10,000; Nominating Chair: $10,000; Nominating member: $5,000. Directors can elect to receive cash retainers in shares .
Performance Compensation
| Component | FY2025 Amount | Vesting/Terms |
|---|---|---|
| Stock Awards (RSUs) | $249,676 | Annual RSU grant; typically vests fully by next annual meeting or on one-year anniversary, subject to continued service |
| Options | None | No option awards disclosed for non-employee directors in FY2025 |
| Change-in-Control Treatment | N/A (term) | All non-employee directors’ equity awards fully vest upon change-in-control (subject to continuous service through event) |
| Hedging/Pledging | N/A (policy) | Hedging prohibited; pledging/margin accounts prohibited without Board & Chief Legal Officer consent |
| Clawback | N/A (policy) | Company maintains clawback policy; Compensation Committee oversees administration |
Director equity is time-based; no performance metrics apply to non-employee director awards .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Interlocks | No direct interlock disclosed between Mr. Watzinger’s external boards and CrowdStrike’s board committees; several CRWD directors separately serve on Freshworks, Inc. (Austin, Gandhi, Flower), not including Mr. Watzinger . |
| Related Party Oversight | As an Audit Committee member, Mr. Watzinger helps review and approve related-person transactions per policy; the committee oversees such approvals . |
Expertise & Qualifications
- Advanced degree in Computer Science; deep operational expertise in cybersecurity/IT; experience as CEO and board member across multiple tech companies; extensive perspective as current Chair .
- Independent Chair leadership structure designed to reinforce management oversight and objective evaluation .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 126,029 | As of April 15, 2025 |
| Shares Outstanding | 249,063,280 | As of April 15, 2025 |
| Ownership (% of SO) | ~0.051% | Calculated from disclosed shares and SO |
| Unvested RSUs (outstanding) | 641 | As of January 31, 2025 |
| Options (exercisable/unexercisable) | 0 | As of January 31, 2025 |
| Pledged/Hedged Shares | Not disclosed; hedging prohibited; pledging requires consent per policy |
Governance Assessment
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Strengths
- Independent Chair with independent committees and robust governance practices (ownership guidelines, clawback, anti-hedging/pledging, one share/one vote) .
- Active committee work: Audit (8 meetings) and Nominating (4 meetings); Board attendance ≥75% indicates engagement .
- Alignment via equity grants; election to receive stock in lieu of cash supports skin-in-the-game .
-
Watch items / potential red flags
- Director equity awards fully accelerate on change-in-control (single-trigger vesting for directors), which some investors scrutinize for alignment; disclosed policy .
- Derivative lawsuits filed in late 2024 and April 2025 against certain officers and directors (including the Company as nominal defendant); matters consolidated/stayed in W.D. Tex and additional cases in D. Del and W.D. Tex; monitoring advisable .
- Transaction Committee held no meetings in FY2025; potential gap in M&A oversight cadence though committee composition includes Chair and senior directors .
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Compliance signals
- No late Section 16 filings disclosed for Mr. Watzinger; late Form 4s noted for Mr. O’Leary and Mr. Gandhi due to administrative errors .
- Related party transactions (Falcon Fund II contributions; CEO aircraft leasing) reviewed under policy and Audit Committee oversight; no Watzinger-specific related-party exposure disclosed .
Overall, Mr. Watzinger’s independence, committee roles, and long tenure as Chair signal strong board oversight; investors should monitor litigation developments and evaluate change-in-control vesting practices for directors in alignment assessments .