Laura J. Schumacher
CrowdStrike HoldingsAbout Laura J. Schumacher
Independent director at CrowdStrike since November 2020; age 61. She chairs the Nominating and Corporate Governance Committee and is affirmed independent under Nasdaq rules. Education includes a B.B.A. from the University of Notre Dame and a J.D. from the University of Wisconsin–Madison .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | Vice Chairman, External Affairs and Chief Legal Officer | Dec 2018 – Dec 2022 | Led legal, regulatory risk, and governance |
| AbbVie Inc. | EVP, External Affairs, General Counsel & Corporate Secretary | Pre-2018 | Corporate governance and complex transactions |
| Abbott Laboratories | Executive Vice President, General Counsel | 2007 – 2012 | Legal leadership pre-AbbVie separation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Dynamics Corporation | Director | Current | Aerospace/defense governance exposure |
| Ronald McDonald House Charities | Board of Trustees | Current | Non-profit oversight |
| Notre Dame College of Science Advisory Board | Member | Current | Academic advisory |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee (NCGC); NCGC members are Schumacher, Denis O’Leary, Gerhard Watzinger; NCGC met 4 times in FY2025 .
- Independence: Board majority independent; Schumacher is one of seven independent directors (of nine). Audit, Compensation, and NCGC are 100% independent .
- Board leadership: Independent Chair (Gerhard Watzinger); regular executive sessions of independent directors .
- Attendance: 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 .
- Chair rotations: Committee chairs (NCGC and Compensation) were rotated in fiscal 2025, elevating Schumacher to NCGC Chair—signal of active refreshment .
- Stockholder engagement: Company met/sought meetings with holders representing >40% of outstanding shares since the 2024 annual meeting; adoption of stock ownership guidelines for independent directors in March 2024 .
- Insider trading policy: Anti‑hedging and anti‑pledging provisions apply to directors .
Fixed Compensation
Director pay structure and actual FY2025 amounts.
| Component | FY2023 | FY2025 | Notes |
|---|---|---|---|
| Annual Board retainer (policy) | $40,000 | $40,000 | Cash; payable quarterly; may elect shares |
| NCGC Chair fee (policy) | $10,000 | $10,000 | Cash; payable quarterly |
| Equity – annual RSU grant (policy) | $230,000 | $250,000 | Vests in full by next annual meeting or 1‑year anniversary |
| Initial RSU upon joining (policy) | $375,000 | $375,000 | 3‑year annual vesting |
| Fees earned (actual) | $41,875 | $47,917 | FY totals |
| Stock awards (actual) | $229,954 | $249,676 | Grant‑date fair value (ASC 718) |
| All other compensation (actual) | $0 | $0 | Health benefits value; none for Schumacher |
| Total compensation (actual) | $271,829 | $297,593 | FY totals |
Additional details:
- Directors may elect to receive cash retainers in shares; Schumacher received 134 shares in lieu of cash in FY2025 .
- Change-in-control: All director equity awards vest fully upon a change in control (2019 Plan), subject to continuous service through the event .
Performance Compensation
- Directors do not have performance‑based bonuses or PSUs; equity grants are time‑vested RSUs.
- Vesting mechanics and CIC acceleration:
| Equity element | Grant value | Vesting schedule | CIC terms |
|---|---|---|---|
| Annual RSU (continuing directors) | $250,000 | Vests in full on earlier of 1‑year anniversary or next annual meeting, subject to service | Full acceleration upon change in control |
| Initial RSU (new director) | $375,000 | Vests annually over 3 years, subject to service | Full acceleration upon change in control |
Other Directorships & Interlocks
- External: General Dynamics (public), RMHC, Notre Dame College of Science Advisory Board .
- Board network: Roxanne Austin serves as a director at AbbVie; Schumacher previously held senior executive roles at AbbVie—an informational network tie but no CrowdStrike related‑party transaction disclosed .
- Related party: Company discloses Falcon Fund arrangements with Accel and aircraft leasing with LLC owned by CEO; no Schumacher‑related transactions are disclosed since Feb 1, 2024 .
Expertise & Qualifications
- Legal, regulatory, and risk management expertise; deep governance and complex corporate transactions experience; brings understanding of public company legal/regulatory risks .
- Education: B.B.A., University of Notre Dame; J.D., University of Wisconsin–Madison .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 7,912 | As of April 15, 2025 |
| % of outstanding | <1% (“*”) | Company states less than 1% |
| Unvested RSUs outstanding | 641 | As of Jan 31, 2025 |
| Options outstanding | 0 | As of Jan 31, 2025 |
| Shares received in lieu of cash (FY2025) | 134 | Director election feature |
| Hedging/Pledging | Prohibited by policy | Applies to directors |
Board Governance Signals
| Item | FY2025/AGM | Implication |
|---|---|---|
| Election vote outcome (Class III) | For: 97,197,798; Withheld: 60,737,703; Broker non‑votes: 42,007,463 | Elevated withhold rate vs other nominees (potential investor concern/expectations for enhanced governance leadership) |
| Committee independence | 100% independent for Audit, Compensation, NCGC | Strong independent oversight |
| Chair rotation | Committee chairs rotated in FY2025 | Active refreshment; Schumacher to NCGC chair |
| Attendance | Board: 19 meetings; all directors ≥75% attendance | Acceptable engagement standard |
| Legal proceedings | Multiple derivative suits filed against certain officers/directors; consolidated/stayed in TX; additional suits in DE/TX in Apr 2025 | Ongoing litigation backdrop; oversight scrutiny may increase |
Governance Assessment
- Strengths: Independent NCGC chair; robust independence and executive sessions; explicit anti‑hedging/anti‑pledging; director ownership guidelines adopted in March 2024; clear RPT policy with Audit Committee pre‑approval; no Schumacher‑related party transactions disclosed .
- Alignment: Regular time‑vested RSUs and modest cash retainers align director pay with equity and shareholder value; option use is de minimis for directors; Schumacher’s beneficial ownership and ongoing unvested RSUs support alignment .
- Watch items / red flags: High “withhold” vote in 2025 relative to peers suggests investor expectations on governance leadership and board oversight; change‑in‑control automatic vesting for director equity can be viewed unfavorably by some governance investors; derivative litigation involving “certain directors” creates monitoring need (no director‑specific culpability indicated) .
- Net view: Schumacher brings seasoned legal/governance expertise and chairs a fully‑independent NCGC amid active refreshment; investor confidence appears mixed based on AGM vote, raising importance of continued board engagement and demonstrable oversight on risk, RPTs, and succession .
No insider trading data was disclosed in the proxy; Form 4 activity for Schumacher was not detailed in the provided documents. If needed, we can retrieve Form 4 filings separately.