Roxanne S. Austin
CrowdStrike HoldingsAbout Roxanne S. Austin
Roxanne S. Austin, 64, has served on CrowdStrike’s Board since September 2018 and is currently Chair of the Audit Committee and a member of the Compensation Committee (joined April 2025); her current Board term expires at the 2027 Annual Meeting and she is deemed independent under Nasdaq and SEC rules . She is President of Austin Investment Advisors (since January 2004), formerly chaired EQT Partners’ U.S. Mid‑Market Investment Advisory Committee (2017–2023), and qualifies as an “Audit Committee financial expert” per SEC rules . Austin holds a B.B.A. in Accounting from the University of Texas at San Antonio and is a member of the California State Society of CPAs and the AICPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austin Investment Advisors | President | January 2004–present | Investment and consulting; financial expertise brought to CRWD Audit Committee |
| EQT Partners (U.S. Mid‑Market Investment Advisory Committee) | Chair | 2017–2023 | Private equity advisory leadership |
| Abbott Laboratories | Director (prior) | Not disclosed (prior service) | Not disclosed |
| Teledyne Technologies | Director (prior) | Not disclosed (prior service) | Not disclosed |
| LM Ericsson | Director (prior) | Not disclosed (prior service) | Not disclosed |
| Target Corporation | Director (prior) | Not disclosed (prior service) | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | Director | Current | Not disclosed |
| Freshworks, Inc. | Director | Current | Not disclosed |
| Verizon Communications | Director | Current | Not disclosed |
Board Governance
- Independence and leadership
- Independent director; Board determined Austin is independent under SEC/Nasdaq rules .
- Audit Committee financial expert per SEC rules; meets Nasdaq financial sophistication requirements .
- Board has an independent Chair (Gerhard Watzinger); regular executive sessions of independent directors .
- Committee assignments and meeting cadence
- Audit Committee: Chair; members Sullivan and Watzinger; 8 meetings in FY2025; scope includes auditor oversight, financial reporting integrity, internal controls, ESG disclosure controls, internal audit, complaint procedures .
- Compensation Committee: Member (joined April 2025); Chair Davis; members Austin and Gandhi; 8 meetings in FY2025; oversees exec and director pay, equity plans, HCM matters, clawback policy, succession planning .
- Attendance and engagement
- Board met 19 times in FY2025; each Board member attended at least 75% of Board and applicable committee meetings; all then‑directors attended the 2024 Annual Meeting except Mr. Sullivan .
- Tenure
- Director since September 2018; current term expires 2027 .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board member cash retainer | $40,000 | Payable quarterly; may be elected in shares |
| Audit Committee chair fee | $25,000 | |
| Audit Committee member fee | $12,500 | |
| Compensation Committee chair fee | $20,000 | |
| Compensation Committee member fee | $10,000 | |
| Nominating & Governance chair fee | $10,000 | |
| Nominating & Governance member fee | $5,000 | |
| FY2025 fees earned (Austin) | $65,000 | Director compensation policy updated in FY2025 |
| All other compensation (Austin) | $20,876 | Health insurance benefits per footnote |
| Election to receive cash retainer in shares | Permitted; table lists directors who elected shares (Austin not listed) |
Performance Compensation
| Equity Awards | Grant Value/Terms | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|
| Annual RSU (continuing director) | $250,000 grant date fair value | Vests in full on earlier of 1‑year anniversary or next annual meeting, subject to service | All non‑employee directors’ equity awards become fully vested upon a change in control, subject to continuous service through transaction date |
| Initial RSU (upon joining Board) | $375,000 grant date fair value + pro‑rated annual RSU | Initial RSU vests annually over three years; pro‑rated annual RSU vests on the earlier of next annual meeting or date when other directors’ annual awards vest, subject to service |
No performance metrics are disclosed for director equity awards (RSUs are time‑based under the Outside Director Compensation Policy) .
Other Directorships & Interlocks
| Company | Interlock Type | Detail |
|---|---|---|
| Freshworks, Inc. | Board interlock | Austin serves as a director; Sameer K. Gandhi (CRWD director) also serves on Freshworks’ Board |
- Related party transaction safeguards: CrowdStrike’s Related Party Transaction Policy requires Audit Committee or independent directors’ approval for transactions with related persons; certain exceptions include interests arising solely from service as a director of another corporation party to the transaction .
- Disclosed related party transactions since Feb 1, 2024: Falcon Fund (Accel co‑investment), Falcon Fund II (Accel co‑investment), and CEO aircraft lease reviewed/approved by Audit Committee; no other related party transactions beyond those described .
Expertise & Qualifications
| Credential | Detail |
|---|---|
| Education | B.B.A. in Accounting, University of Texas at San Antonio |
| Professional affiliations | California State Society of CPAs; American Institute of CPAs |
| Audit credentials | Audit Committee financial expert (SEC); Nasdaq financial sophistication |
| Board qualifications | Extensive management/operating experience; financial statements, corporate finance and accounting expertise; corporate governance experience |
Equity Ownership
| Measure | Amount | Date/Notes |
|---|---|---|
| Shares beneficially owned | 119,844; less than 1% of outstanding | As of April 15, 2025; 249,063,280 shares outstanding |
| Composition of beneficial ownership | 17,656 shares held of record; 102,188 options exercisable within 60 days | As of April 15, 2025 |
| Unvested RSUs outstanding | 641 shares underlying stock awards | As of January 31, 2025 |
| Options outstanding | 107,188 shares underlying options and any unvested shares from early exercise | As of January 31, 2025 |
| Hedging/pledging | Restrictions on hedging and pledging; anti‑hedging/pledging policy prohibits derivatives, short selling, pledging or margin without express advance permission of Board and Chief Legal Officer | |
| Director stock ownership guidelines | Directors required to own 5x annual cash retainer; compliance required by the later of March 5, 2029 or fifth anniversary of appointment; as of end FY2025, then‑current directors met or exceeded guidelines based on current accumulation rate in required timeframes |
Governance Assessment
- Strengths
- Independent Audit Chair with SEC “financial expert” designation; Audit Committee active (8 meetings), signed the audit committee report recommending inclusion of audited financials in the 10‑K .
- Clear, updated director compensation framework with equity alignment (annual RSUs) and transparent cash retainers; equity accelerates on change‑in‑control, aligning with transactional certainty .
- Robust governance architecture: independent committees, independent Chair, regular executive sessions, stock ownership guidelines, clawback policy, anti‑hedging/pledging .
- Watch items and potential conflicts
- Board interlock with Freshworks via Austin and Gandhi; not inherently problematic, but monitor for transactions involving Freshworks and application of the Related Party Transaction Policy .
- Perquisites: health insurance benefits to certain directors (including Austin) are modest but should be tracked for optics and cost discipline .
- Engagement and attendance signals
- Board met 19 times in FY2025; all directors met at least 75% attendance thresholds; Audit and Compensation Committees met 8 times each, indicating active oversight .
- Austin’s addition to the Compensation Committee in April 2025 strengthens continuity between financial oversight and pay governance .
Overall, Austin brings deep financial, audit, and governance expertise, chairs a fully independent Audit Committee, and participates in a fully independent Compensation Committee; independence, attendance, and equity alignment policies support investor confidence, with limited identified conflict exposure under CrowdStrike’s related‑party framework .