Johanna Flower
FreshworksAbout Johanna Flower
Independent Class I director of Freshworks (FRSH), age 50, serving since February 2020. Former Chief Marketing Officer at CrowdStrike (2014–2020; again in 2022); BA in Business Administration from Brighton University, UK. Currently a member of FRSH’s Compensation Committee; nominated for re‑election in 2025 to a term ending at the 2028 annual meeting. Independent under Nasdaq listing rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CrowdStrike Holdings, Inc. | Chief Marketing Officer | Nov 2014–Aug 2020; Jan–Nov 2022 | Led marketing at cybersecurity leader; significant tech industry leadership experience |
| ForgeRock, Inc. | Director | Jul 2021–Aug 2023 | Board oversight at digital identity company |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| CrowdStrike Holdings, Inc. | Director | Jan 2023 | Current public company directorship |
| Several privately held companies | Director | N/A | Ongoing private company board roles |
Board Governance
- Committee assignments: Compensation Committee member (Sameer Gandhi, Chair; other members Randy Gottfried, Barry Padgett). Compensation Committee met 4 times in 2024.
- Independence: Board determined all non-employee directors, including Flower, are independent under Nasdaq rules; heightened independence standards met for committee members.
- Tenure and class: Class I director; term expires at 2025 annual meeting; nominee to serve until the 2028 annual meeting if elected.
- Attendance: The Board met 11 times in FY2024; each director attended at least 75% of Board and committee meetings; seven of ten directors attended the 2024 annual meeting.
- Board leadership: Lead Independent Director role held by Roxanne S. Austin; executive sessions of independent directors facilitated by LID responsibilities (agenda-setting, presiding).
Fixed Compensation
- Program structure (2024): Annual Board cash retainer $34,500; Compensation Committee member retainer $7,500; chairs paid additional retainers (Compensation $15,000; Audit $20,000; Nominating $8,000). Directors may elect fully vested Class A shares in lieu of cash, issued quarterly based on a 30‑day average “Conversion Price.”
- Program changes (effective Jan 1, 2025): Board cash retainer $35,000; Lead Independent Director retainer $20,000; Nominating chair $9,000; annual equity grant increased to $200,000; initial new director grant $400,000 (RSUs, 3‑year annual vesting).
- 2024 realized director compensation (Flower):
- No cash fees; elected stock in lieu of cash retainer (aggregate 2,924 fully‑vested Class A shares; quarterly grants on Apr 1, Jul 1, Oct 1, 2024 and Jan 2, 2025).
- Annual RSU grant: 15,116 Class A RSUs granted Jul 1, 2024; vest in full on first anniversary (or earlier on meeting date if not re‑elected).
| Component | Apr 1 2024 | Jul 1 2024 | Oct 1 2024 | Jan 2 2025 | Total/Notes |
|---|---|---|---|---|---|
| Retainer shares (fully vested at grant) | Shares in lieu of cash (part of 2,924 aggregate) | Shares in lieu of cash (part of 2,924 aggregate) | Shares in lieu of cash (part of 2,924 aggregate) | Shares in lieu of cash (part of 2,924 aggregate) | 2,924 shares total |
| Annual RSU award | — | 15,116 RSUs granted; one‑year cliff vest | — | — | 15,116 RSUs |
| Stock awards fair value (FY2024) | — | — | — | — | $234,610 total (retainer shares + annual RSUs) |
Performance Compensation
- None disclosed for non‑employee directors; FRSH director equity is time‑based RSUs (no PSU/PRSU metrics for directors).
Other Directorships & Interlocks
| FRSH Director | External Board | Interlock Note |
|---|---|---|
| Johanna Flower | CrowdStrike director since Jan 2023 | Interlock with FRSH; Flower previously served as CrowdStrike CMO |
| Roxanne S. Austin | CrowdStrike director | Current director; FRSH Lead Independent Director |
| Sameer Gandhi | CrowdStrike director | Current director; FRSH Compensation Committee Chair |
- Implication: Three FRSH directors simultaneously serve on CrowdStrike’s board, creating a multi‑board interlock. No related‑party transactions with CrowdStrike are disclosed; FRSH’s Audit Committee reviews related‑person transactions per policy.
Expertise & Qualifications
- Significant management and leadership experience in technology; deep go‑to‑market and marketing expertise from senior roles at CrowdStrike.
- Independent director; service on public and private boards provides governance experience relevant to compensation oversight.
Equity Ownership
| Holder | Class A Shares | Class B Shares | RSUs Vesting ≤60 Days (Class B) | Unvested RSUs at 12/31/24 | % Ownership |
|---|---|---|---|---|---|
| Johanna Flower | 26,375 | 153,830 | 3,120 | 29,176 | <1% (per “*” footnote) |
- Alignment policies: Directors must hold stock equal to 4× annual cash retainer; as of Dec 31, 2024, Covered Individuals were in compliance or within prescribed time to comply (5‑year window). Anti‑hedging and anti‑pledging policies prohibit hedging and pledging; margin accounts prohibited.
- Shares pledged as collateral: Prohibited by policy; no pledging disclosed.
Governance Assessment
- Strengths
- Independent director with relevant technology and go‑to‑market expertise; active on Compensation Committee (4 meetings in 2024).
- Strong alignment: 100% of 2024 director compensation taken in equity (no cash fees), plus ownership guidelines and anti‑hedging/pledging policies.
- Board discipline: All directors ≥75% meeting attendance; structured leadership with Lead Independent Director and clear committee charters.
- Compensation governance: Committee uses independent consultant Compensia; heightened independence standards for committee members.
- Watch items / potential signals
- Multi‑board interlock with CrowdStrike (Flower, Austin, Gandhi). While no related‑party transactions are disclosed, the interlock warrants ongoing monitoring for potential conflicts in information flow or time allocation.
- Director equity is time‑based; absence of performance‑conditioned director awards means pay is not explicitly tied to shareholder performance for directors (consistent with market practice).
- Classified board structure (staggered terms) can delay changes in control or board refresh; Board expects to review structure periodically.
Overall, Flower’s independence, skills, and engagement on the Compensation Committee support board effectiveness and investor alignment; the CrowdStrike interlock across three FRSH directors is the primary governance risk to monitor, mitigated by FRSH’s related‑party review policy and committee independence standards.