Godfrey R. Sullivan
CrowdStrike HoldingsAbout Godfrey R. Sullivan
Godfrey R. Sullivan, age 71, has served as an independent director of CrowdStrike since December 2017. He is a former public-company CEO with deep enterprise software experience, holding a B.B.A. from Baylor University and serving as President & CEO of Splunk (2008–2015) and Hyperion Solutions (2004–2007) after roles as President & COO at Hyperion (2001–2004). He currently sits on the boards of Marqeta, Inc. and GitLab, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splunk, Inc. | President & CEO; Director | CEO: Sep 2008–Nov 2015; Director: 2011–2019 | Led scaling of machine data analytics business; public-company CEO credentials valued by CrowdStrike’s Audit Committee |
| Hyperion Solutions | President & COO; President & CEO; Director | COO: 2001–2004; CEO: 2004–2007 | Enterprise financial analytics leadership; relevant financial and operating oversight experience |
| Citrix Systems, Inc. | Director (prior) | Not disclosed | Enterprise software governance exposure |
| Informatica Corporation | Director (prior) | Not disclosed | Enterprise data management governance exposure |
| People.ai (private) | Director (prior) | Not disclosed | AI revenue intelligence platform governance exposure |
| RingCentral, Inc. | Director (prior) | Not disclosed | Cloud communications governance exposure |
External Roles
| Organization | Role | Status |
|---|---|---|
| Marqeta, Inc. | Director | Current |
| GitLab, Inc. | Director | Current |
Board Governance
- Independence: Determined independent under SEC/Nasdaq rules; serves on a fully independent Audit Committee alongside Roxanne S. Austin (Chair) and Gerhard Watzinger.
- Committee assignments: Audit Committee member; not a chair of any committee.
- Tenure and term: Director since Dec 2017; current term expires in 2026.
- Board leadership: Board has an independent Chair (Gerhard Watzinger); strong independent committees.
- Attendance: Board met 19 times in FY2025; each member attended ≥75% of meetings. Notably, Sullivan did not attend the 2024 Annual Meeting of Stockholders.
- Audit Committee activity: 8 meetings in FY2025; Sullivan co-signed the Audit Committee’s report recommending inclusion of audited financials in the 10‑K.
Fixed Compensation
| Component | Amount/Detail | FY2025 Sullivan Actual |
|---|---|---|
| Annual cash retainer – Board member | $40,000 policy; payable quarterly | $51,458 fees earned/paid in cash |
| Audit Committee member retainer | $12,500 policy | Included in above total |
| Committee chair fees (if applicable) | Audit Chair $25,000; Comp Chair $20,000; N&CG Chair $10,000 | Not applicable (not a chair) |
| Meeting fees | Not disclosed | Not disclosed |
| Health insurance/perquisites | Directors may receive health insurance; amounts shown in proxy totals | No “All Other Compensation” for Sullivan in FY2025 |
Notes: Directors may elect to receive cash retainers in stock; several peers did so in FY2025, but Sullivan did not.
Performance Compensation
| Equity Component | Grant Date Fair Value | Vesting | Change-in-Control Treatment | FY2025 Sullivan |
|---|---|---|---|---|
| Annual RSU award (continuing NEDs) | $250,000 | Vests in full on earlier of 1-year anniversary or next annual meeting, subject to service | All non‑employee director equity awards fully vest upon change in control, subject to continuous service through the date | $249,676 stock awards recognized |
| Initial RSU award (on first joining Board) | $375,000 | Vests annually over three years, subject to service | Same as above | Historical (joined 2017) |
| Performance conditions | None disclosed for director equity (time‑based RSUs) | N/A | N/A | None disclosed |
| Outstanding unvested RSUs (as of 1/31/2025) | N/A | N/A | N/A | 641 shares underlying stock awards |
| Options outstanding (as of 1/31/2025) | N/A | N/A | N/A | 0 shares underlying options |
Other Directorships & Interlocks
| Company | Relationship to CrowdStrike | Potential Interlock/Conflict |
|---|---|---|
| Marqeta, Inc. | No related‑party transactions disclosed with CrowdStrike | None disclosed; policy requires review/approval of related‑party transactions and excludes mere service as director of another corporation as a related‑party interest needing approval |
| GitLab, Inc. | No related‑party transactions disclosed with CrowdStrike | None disclosed; same policy provisions apply |
| Prior boards (Citrix, Informatica, People.ai, RingCentral) | Historical roles; no current CRWD transaction disclosures | None disclosed |
Expertise & Qualifications
- Education: B.B.A., Baylor University.
- Executive experience: Former CEO of Splunk and Hyperion; board views his public‑company CEO and enterprise software experience as beneficial to Board and Audit Committee.
- Governance experience: Extensive director service across multiple enterprise software companies; Audit Committee contributor.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (4/15/2025) | 120,624; less than 1% of outstanding |
| Direct vs. indirect holdings | 25,624 shares held directly; 95,000 shares held by the Godfrey and Suzanne Sullivan Revocable Trust |
| Outstanding unvested RSUs (as of 1/31/2025) | 641 shares underlying stock awards |
| Options (exercisable/unexercisable) | 0 shares underlying options |
| Stock ownership guidelines | Directors must hold shares equal to 5x annual cash retainer by the later of Mar 5, 2029 or 5 years from appointment; owned stock excludes unvested RSUs/options |
| Guideline compliance status (FY2025) | Company states all then‑current directors and NEOs have met or exceeded guidelines based on current rate of accumulation within stated time frames |
| Hedging/pledging | Hedging prohibited; pledging prohibited absent prior consent; policy includes anti‑hedging/anti‑pledging provisions |
| Pledging/hedging by Sullivan | None disclosed |
Insider Trades & Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16 compliance (FY2025) | Company reports all directors complied, except late Form 4 filings for Denis O’Leary and Sameer Gandhi (and one non‑director), due to administrative errors; none listed for Sullivan |
| Notable Form 4 trades by Sullivan | Not disclosed in proxy; no delinquency noted |
Governance Assessment
- Board effectiveness and independence: Sullivan strengthens oversight as an independent Audit Committee member with former public‑company CEO experience; the Audit Committee operated eight times in FY2025 and affirmed auditor independence and recommended inclusion of audited financials. This supports robust financial oversight.
- Ownership alignment: He holds 120,624 shares (direct + trust) and has outstanding time‑based RSUs; directors are subject to 5x retainer stock ownership guidelines and anti‑hedging/pledging policies, increasing alignment. Company indicates directors are meeting/exceeding guidelines based on accumulation trajectory.
- Compensation structure: Mix is standard for non‑employee directors—cash retainers plus time‑based RSUs; FY2025 total compensation for Sullivan was $301,134 (cash $51,458; stock $249,676). Equity is time‑based without disclosed performance metrics, which is typical but offers lower direct performance linkage vs. PSUs.
- Potential conflicts/related‑party exposure: No CrowdStrike related‑party transactions disclosed involving Sullivan; company policy requires Audit Committee/Board review of any such transactions and excludes mere outside directorships as a related‑party interest.
- Independence and engagement: Independent status confirmed; attendance at regular meetings met threshold (≥75%). Noted absence from the 2024 Annual Meeting is a slight engagement blemish; not a recurring pattern disclosed.
- Risk indicators: Director equity fully vests on a change in control for non‑employee directors (single‑trigger vesting), which some investors consider shareholder‑unfriendly for boards; derivative lawsuits were filed in 2024–2025 against certain officers/directors (cases consolidated/stayed), representing board‑level litigation risk, though no specific allegation against Sullivan is detailed in proxy.
Appendix: FY2025 Director Compensation (Peer Context)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Godfrey R. Sullivan | 51,458 | 249,676 | – | – | 301,134 |
Notes on Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting (June 18, 2025) included director elections and auditor ratification; no say‑on‑pay proposal was listed. Votes: Kurtz For 154,497,399; Davis For 104,696,556; Schumacher For 97,197,798; PwC ratified (For 197,467,397).
- Company maintains ongoing stockholder engagement and adopted director/executive ownership guidelines in March 2024 influenced in part by investor feedback; governance highlights include anti‑hedging/pledging and a clawback policy.