Johanna Flower
CrowdStrike HoldingsAbout Johanna Flower
Johanna Flower, 50, has served on CrowdStrike’s board since January 2023; her current term expires at the 2026 annual meeting. She is not currently independent under Nasdaq rules due to her previous employment with CrowdStrike as Chief Marketing Officer. She holds a B.A. in Business Administration from the University of Brighton (UK) and brings cybersecurity, go‑to‑market, and modern governance experience. She currently serves on the board of Freshworks, Inc., and previously served on ForgeRock, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CrowdStrike Holdings, Inc. | Chief Marketing Officer | Nov 2014–Aug 2020; Jan 2022–Nov 2022 | Led go‑to‑market; modern governance experience |
| Websense Inc. (now Forcepoint, LLC) | Senior Vice President & Chief Marketing Officer; prior exec roles | Jun 2000–Jun 2014 | Cybersecurity software leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freshworks, Inc. | Director | Current | Not disclosed in CRWD proxy |
| ForgeRock, Inc. | Director | Prior | Not disclosed in CRWD proxy |
| Several privately held companies | Director | Current | Not disclosed |
Board Governance
- Independence: Not independent (prior employment at CrowdStrike)
- Board tenure: Director since Jan 2023; Class I director, term expires 2026
- Committees: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Transaction committees
- Attendance: Board met 19 times in FY2025; each director attended ≥75% of Board and committee meetings. All then‑directors attended the 2024 annual meeting except Mr. Sullivan (implies Ms. Flower attended)
- Governance practices (Board level): One‑share‑one‑vote (dual class sunset FY2025), independent chair, 78% independent directors, regular executive sessions, director/EO stock ownership guidelines; hedging/pledging restricted; clawback policy
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Reported as “Fees Earned or Paid in Cash” |
| Shares received in lieu of cash | 113 shares | Election to receive retainer in stock |
| Equity (RSUs) grant date fair value | $249,676 | Annual director RSU; accounting per ASC 718 |
| All other compensation | $29,767 | Health insurance benefits |
| Total compensation | $319,443 | Sum of components |
Policy detail (structure):
- Standard cash retainers: Board $40,000; Audit chair $25,000/member $12,500; Compensation chair $20,000/member $10,000; Nominating chair $10,000/member $5,000; non‑executive Board chair $50,000
- RSU policy: Initial $375,000 (3‑year annual vest); Annual $250,000 (vests at next annual meeting or 1‑year anniversary)
- Change‑in‑control: All non‑employee director equity awards fully vest upon a change in control
Performance Compensation
- Directors do not receive performance‑based equity (no PSUs) or option awards; compensation is cash retainers plus time‑based RSUs. No director‑level performance metrics are tied to pay.
Director equity award features:
| Metric/Feature | FY2025 Terms | Vesting/Triggers |
|---|---|---|
| Annual RSU Award ($) | $250,000 | Vests in full by next annual meeting or one‑year anniversary, subject to service |
| Initial RSU Award ($) | $375,000 | Vests annually over three years, subject to service |
| Change‑in‑control acceleration | Full vesting of director awards | Single‑trigger upon change in control (as defined) |
Other Directorships & Interlocks
| External Board | Role | Interlock Observations |
|---|---|---|
| Freshworks, Inc. | Director | Roxanne S. Austin (CRWD director) also serves on Freshworks, creating an interlock and potential information flow |
| ForgeRock, Inc. | Director (prior) | No current interlocks noted in CRWD proxy |
Expertise & Qualifications
- B.A., Business Administration, University of Brighton, UK
- Cybersecurity and SaaS go‑to‑market leadership; former CMO at CrowdStrike and Websense/Forcepoint
- Board qualifications: cybersecurity domain knowledge; modern governance experience; knowledge of CrowdStrike
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned (Apr 15, 2025) | 83,970 | Less than 1% of outstanding shares |
| % of shares outstanding | <1% | Total outstanding: 249,063,280 Class A shares |
| Unvested RSUs outstanding (Jan 31, 2025) | 1,879 | Options: none |
| Shares pledged as collateral | None disclosed | Anti‑pledging policy restricts without consent |
| Ownership guidelines | Directors: 5x annual cash retainer; compliance by Mar 5, 2029 or 5 years from appointment | |
| Compliance status | On track; all then‑current directors met or exceeded guidelines based on current accumulation pace within time frames |
Governance Assessment
- Strengths
- Relevant cybersecurity and go‑to‑market expertise; prior senior marketing leadership in the sector .
- Board‑level guardrails: independent chair; strong committee independence; stock ownership guidelines; hedging/pledging restrictions; clawback policy .
- Attendance: ≥75% meeting participation; present at 2024 annual meeting .
- Alignment: Director pay is largely equity‑based RSUs; annual RSU ~$250k; initial RSU ~$375k with multi‑year vesting .
- Watch items / RED FLAGS
- Not independent under Nasdaq rules due to recent prior employment at CrowdStrike; potential perception of reduced board independence until seasoning period lapses .
- Board interlock with Freshworks alongside Roxanne S. Austin; interlocks can create perceived information advantages or conflicts if material relationships arise (none disclosed) .
- No disclosed committee membership, which limits direct influence over audit/comp/nom‑gov processes; may be appropriate given non‑independence status .
- Related‑party oversight: No Flower‑specific related‑party transactions disclosed; but ongoing related‑party arrangements exist at the company level (e.g., CEO‑affiliated aircraft lease reviewed by Audit Committee), underscoring the importance of independent committee oversight .
No delinquent Section 16 filings were noted for Ms. Flower in FY2025; late filings were recorded for Mr. O’Leary, Mr. Gandhi, and one officer due to administrative errors .