Douglas Kramer
CloudflareAbout Douglas Kramer
Douglas Kramer, 54, is Cloudflare’s Chief Legal Officer (since January 2024) and Secretary (since August 2019); he also served as Interim Chief People Officer from September 2024 to April 2025 . He previously held senior U.S. government legal roles (White House, USAID, DOJ, SBA) and practiced at Polsinelli and Covington & Burling; he holds a B.A. from Georgetown University and a J.D. from the University of Chicago Law School . Company performance during 2024 included revenue of $1,669.6 million (+29% YoY) and improved non‑GAAP profitability, while cumulative total shareholder return value of an initial $100 investment reached 631.18 by 2024 per SEC “pay versus performance” disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cloudflare | General Counsel | Aug 2016–Dec 2023 | Built legal function at scale; supported IPO and ongoing public company governance |
| Cloudflare | Interim Chief People Officer | Sep 2024–Apr 2025 | Led HR through transition; alignment with governance and compliance |
| U.S. Small Business Administration | Deputy Administrator | Apr 2015–Jul 2016 | Senior leadership of SBA; operations and policy execution |
| USAID | General Counsel | Nov 2013–Mar 2015 | Led agency legal affairs; international program oversight |
| The White House | Staff Secretary & Deputy Assistant to the President | Mar 2012–Nov 2013 | Coordinated presidential document flow; executive process integrity |
| The White House | Associate Counsel & Special Assistant to the President | Sep 2010–Mar 2012 | Provided legal counsel to the Executive Office |
| U.S. DOJ Antitrust Division | Counsel to the Assistant Attorney General | Jul 2009–Sep 2010 | Antitrust enforcement policy support |
| Polsinelli PC | Partner | Jul 2006–Jun 2009 | Private practice—complex litigation and advisory |
| Covington & Burling LLP | Associate | 2001–2006 | Private practice—regulatory and litigation |
External Roles
No external board directorships disclosed for Kramer in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $550,000 | $641,667 (reflects increase to $650,000 effective 2024) |
| Annual Cash Bonus | None disclosed; Cloudflare does not maintain an annual cash bonus program for NEOs | None | None |
- Base salary increased to $650,000 in 2024, Kramer’s first increase since the 2019 IPO .
- Company does not operate a cash bonus plan for named executive officers; incentive pay is primarily equity-based .
Performance Compensation
Equity Awards – RSUs (time-based)
| Grant | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting Schedule | First Vest Date |
|---|---|---|---|---|---|
| 2024 RSU | Jan 24, 2024 | 61,485 | $5,062,060 | Eight equal quarterly installments over two years; subject to double-trigger acceleration under Severance Policy for time-based awards granted on/after Sept 13, 2024 | May 15, 2024 |
| 2023 RSU | Apr 19, 2023 | 51,247 unvested as of 12/31/2024 | $5,518,277 market value at 12/31/2024 | 12 quarterly installments following May 15, 2023; double-trigger acceleration for eligible time-based awards | May 15, 2023 |
| 2022 RSU | Feb 2, 2022 | 7,086 unvested as of 12/31/2024 | $763,020 market value at 12/31/2024 | 1/2 vest on Feb 15, 2024; remainder in 8 quarterly installments thereafter | Feb 15, 2024 |
| 2021 RSU | Feb 3, 2021 | 1,960 unvested as of 12/31/2024 | $211,053 market value at 12/31/2024 | 1/2 vest on Feb 15, 2023; remainder in 8 quarterly installments thereafter | Feb 15, 2023 |
- Cloudflare’s quarterly vesting dates are the 15th of February, May, August, and November; RSUs vest on these cycles, subject to service requirements .
Equity Awards – Stock Options (performance-based and legacy)
| Grant | Type | Grant Date | Exercise Price ($) | Expiration | Exercisable (#) | Unexercisable/Unearned (#) | Performance Metric | Status |
|---|---|---|---|---|---|---|---|---|
| 2017 Option (2010 Plan) | Time-based (Class B) | Jul 26, 2017 | 2.04 | Jul 25, 2027 | 60,500 | — | Service vesting | Fully vested as of 12/31/2024 |
| 2022 Performance Option (2019 Plan) | Performance-based (Class A) | Feb 14, 2022 | 44.72 | Feb 13, 2032 | 19,250 | 310,750 | Stock price milestones plus service; time vesting waived upon change in control | First three tranches’ performance condition satisfied; remaining tranches pending |
- Performance options vest upon achievement of stock price milestones; following certification, 1/6th vests on each quarterly vest date, subject to continued service; time-based vesting is waived upon change in control .
- 2023 amendments to certain performance options are disclosed in prior proxy; Kramer’s 2023 “Option Awards” reflects incremental fair value from those amendments .
2024 Realized Equity Activity (Vesting/Exercise)
| Activity (2024) | Shares (#) | Realized Value ($) |
|---|---|---|
| RSUs vested and settled | 80,644 | $7,036,032 |
| Options exercised | 48,000 | $4,249,890 (intrinsic value at exercise) |
Equity Ownership & Alignment
| Category (as of Mar 31, 2025) | Detail |
|---|---|
| Class A beneficially owned | 151,214 shares (includes 83,665 held of record; 41,250 performance options exercisable within 60 days—30,250 vested; 26,299 RSUs vesting within 60 days) |
| Class B beneficially owned | 82,694 shares (includes 33,675 held of record; 49,019 options exercisable within 60 days) |
| Ownership guidelines | Covered executives must hold ≥1x current base salary; all NEOs in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited absent waiver from CLO or CFO; insider trading policy restricts short sales and derivatives |
| Vested vs unvested snapshot (12/31/2024) | Unvested RSUs: 38,429 (2024 grant), 51,247 (2023 grant), 7,086 (2022 grant), 1,960 (2021 grant); market values computed at $107.68 close |
| Upcoming vesting cadence | Quarterly on Feb 15, May 15, Aug 15, Nov 15; 2024 RSUs complete by Feb 2026 if service continues |
Employment Terms
- Employment agreements: At‑will with confirmatory agreements covering title, base salary, benefit participation, and eligibility for future equity; participation in Cloudflare’s Key Executive Change in Control and Severance Policy effective Sept 13, 2024 (replacing the 2019 policy) .
- Severance (outside change‑in‑control period): Lump sum equal to six months’ base salary ($325,000 for Kramer at 12/31/2024) plus 12 months COBRA premiums ($26,443) .
- Change‑in‑control (“double‑trigger”): Lump sum equal to 12 months’ base salary ($650,000 for Kramer), prorated target annual bonus for the year of termination, 12 months COBRA premiums ($26,443), and 100% acceleration of unvested time‑based equity awards granted on/after Sept 13, 2024; estimated RSU acceleration value for Kramer was $10,630,385 at $107.68/share on 12/31/2024 .
- Performance awards: Performance stock options and founders’ PSUs are excluded from acceleration under the Severance Policy; time‑based vesting is waived upon change in control, and unvested portions forfeit if not assumed/substituted .
- Clawback: NYSE Rule 10D‑1 compliant compensation recovery policy applies to current/former executive officers (three-year lookback on restatements; cash and equity) .
- Tax gross‑ups: None; parachute payments subject to best‑net reduction (no excise tax reimbursement) .
- Perquisites: None disclosed for Kramer above $10,000 in 2024; security-related perqs apply to co‑founders .
Multi‑Year Compensation Summary (NEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $550,000 | $550,000 | $641,667 |
| Stock Awards ($) | $2,262,765 | $6,443,798 | $5,062,060 |
| Option Awards ($) | $19,419,263 | $2,128,363 | — |
| Total ($) | $22,232,028 | $9,122,161 | $5,703,727 |
Compensation Structure Analysis
- Equity‑heavy pay mix with no annual cash bonus program; retention value concentrated in multi‑year RSUs and 10‑year performance options tied to stock price milestones .
- 2024 RSU grant ($5.0M target; 61,485 units) shortened vesting to two years (eight quarters), increasing near‑term realized pay and potential supply from vesting; first tranche vested May 15, 2024 .
- Performance options: first three tranches met stock price milestones as of the proxy; remaining tranches provide high‑beta upside linked to share price appreciation through 2032 .
- Governance controls: double‑trigger change‑in‑control, clawback, and hedging/pledging prohibitions reduce misalignment and risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support was ~81.2% of votes cast (excluding broker non‑votes); the committee continued its pay‑for‑performance approach and annual say‑on‑pay cadence .
Investment Implications
- Near‑term supply from RSU vesting: Kramer’s two‑year 2024 RSU schedule (eight quarterly installments) implies continued quarterly settlement through February 2026, adding potential insider sale capacity; 2024 vesting totaled 80,644 shares and he exercised 48,000 options in 2024 .
- Upside leverage via performance options: With three tranches satisfied and substantial unexercisable balance outstanding (310,750), further tranche achievement would increase in‑the‑money optionality and realized equity compensation, creating sensitivity to share price momentum .
- Retention and change‑in‑control economics: Moderate severance multiples (6 months outside, 12 months in CIC) and double‑trigger equity acceleration for post‑Sept 2024 time‑based awards appropriately balance retention with shareholder protections (no tax gross‑ups; clawback in force) .
- Alignment and risk controls: Compliance with stock ownership guidelines, prohibitions on hedging/pledging, and absence of guaranteed cash incentives indicate alignment with long‑term TSR and revenue growth, consistent with Cloudflare’s equity‑centric design .