Sameer K. Gandhi

About Sameer K. Gandhi

Sameer K. Gandhi is 59, an independent director of CrowdStrike since August 2013, and serves on the Compensation Committee and the Transaction Committee . He is a Partner at Accel (joined June 2008) with 25+ years of investing experience focused on consumer, cloud/SaaS and media; he currently serves on the board of Freshworks, Inc. . Gandhi holds a B.S. and M.S. in Electrical Engineering and Computer Science from MIT and an MBA from Stanford GSB .

Past Roles

External Roles

Board Governance

• Independence: Independent director; Board has independent Chair and 100% independent Audit, Compensation, and Nominating & Corporate Governance Committees .
• Committee assignments: Compensation Committee member (8 meetings in FY2025) and Transaction Committee member (0 meetings in FY2025; no separate compensation) .
• Attendance: Board met 19 times in FY2025; each Board member attended at least 75% of Board and relevant committee meetings; all then-directors attended the 2024 Annual Meeting except Mr. Sullivan .
• Governance practices: Stock ownership guidelines for directors; anti-hedging/anti-pledging policy; clawback policy; regular executive sessions of independent directors .

Fixed Compensation

Director pay structure and actual FY2025 compensation.

Notes:

• Non-employee directors receive an annual RSU on the Annual Meeting date with grant date fair value of $250,000, vesting in full on the earlier of one year after grant or the next annual meeting, subject to continued service .
• Initial appointments receive an RSU with $375,000 grant date fair value vesting annually over three years, plus a pro-rated annual RSU for that first year .

Performance Compensation

Change-in-control provisions:

• Non-employee directors’ equity awards fully vest upon a change in control, subject to continuous service through the date of change in control (single-trigger equity acceleration for directors) .

Clawback and risk controls (committee oversight):

• Compensation Committee administers the Clawback Policy and oversees compensation risk; anti-hedging/pledging rules apply to directors .

Other Directorships & Interlocks

• Freshworks, Inc. (public company board) .
• Accel affiliation: Gandhi is a Partner; entities associated with Accel (a >5% holder prior to dual-class sunset) co-invest with CrowdStrike in Falcon Fund and Falcon Fund II (each fund 50% CrowdStrike / 50% Accel entities), which invest in minority stakes of private companies relevant to CrowdStrike’s platform .

Potential interlock/conflict considerations:

• Co-investment structures (Falcon Fund, Falcon Fund II) with Accel-affiliated entities may create perceived related-party exposure; transactions reviewed under CrowdStrike’s Related Party Transaction Policy by the Audit Committee as applicable .

Expertise & Qualifications

• Education: B.S. and M.S. in Electrical Engineering and Computer Science (MIT); MBA (Stanford GSB) .
• Domain expertise: 25+ years investing in cybersecurity and technology/media companies with global operations; brings investor perspective to Compensation and Transaction Committees .

Equity Ownership

Beneficial ownership as of April 15, 2025; outstanding Class A shares: 249,063,280 .

Ownership alignment:

• Director stock ownership guideline: 5x annual cash retainer; directors must meet by the later of March 5, 2029 or 5th anniversary of appointment; as of end of FY2025, all then-current directors met or exceeded guidelines based on accumulation trajectories .
• Anti-hedging and anti-pledging: Hedging prohibited; pledging prohibited without express advance permission of the Board and Chief Legal Officer .

Governance Assessment

Strengths

• Independent status, long tenure, and relevant technology/cyber investing expertise; active committee service on Compensation and Transaction Committees supports board effectiveness .
• Strong governance framework: independent Chair, independent key committees, stock ownership guidelines, anti-hedging/pledging, clawback policy; robust board activity (19 meetings; ≥75% attendance for all directors) .
• Director equity aligns incentives via annual RSUs; Gandhi elected to receive part of cash retainer in stock (153 shares), increasing alignment .

Potential concerns and monitoring items

• Single-trigger equity acceleration for directors upon change-in-control may be viewed as shareholder-unfriendly by some investors; monitor potential future changes to director equity terms .
• Accel affiliation: co-investment vehicles (Falcon Fund I/II) with Accel entities constitute related-party exposure; ensure continued Audit Committee oversight under the Related Party Transaction Policy and disclosure of any transactions involving Accel-affiliated companies that interact with CrowdStrike .
• Late Section 16 filing: one Form 4 for Mr. Gandhi was filed late due to administrative error in FY2025; isolated but noteworthy for compliance monitoring .
• Broader litigation environment: multiple derivative suits in 2024/2025 naming certain officers/directors and the Company; while consolidated/stayed or ongoing, this is a governance overhang to monitor for board process and disclosure controls (not specific to Gandhi by name in proxy) .

RED FLAGS to watch:

• Any related-party transactions involving Accel-affiliated entities beyond Falcon Fund structures; ongoing transparency and Audit Committee oversight are critical .
• Expansion of director perquisites or guaranteed pay elements that reduce at-risk alignment; current policy allows certain perqs (e.g., health insurance coverage) as determined by the Company .
• Any recurrence of late Section 16 filings or exceptions to anti-hedging/pledging rules .

Stockholder engagement and ownership guidelines support investor confidence; Gandhi’s significant beneficial ownership (841,389 shares across direct and trust/LP vehicles; <1% of outstanding) indicates meaningful skin-in-the-game consistent with the guidelines timeline .