Katrin Suder
CloudflareAbout Katrin Suder
Dr. Katrin Suder, age 53, has served on Cloudflare’s board since August 2019 and is currently a member of the Audit Committee and the Nominating & Corporate Governance Committee. She holds a B.A. in German Literature and Theater and a Ph.D. in Computational Neuroscience from Ruhr University Bochum; her credentials span technology, business, and public policy . The board has affirmatively determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| German Federal Ministry of Defense | State Secretary | Aug 2014 – Apr 2018 | Senior government leadership |
| Advisory Council on Digitalization to German Federal Government | Chairperson | Aug 2018 – Dec 2022 | Led national digitalization advisory body |
| TAE Advisory & Sparring GmbH | Co‑founder; Co‑CEO | Jan 2019 – Dec 2023 (employed since Jan 2019) | Co-led private consulting firm |
| McKinsey & Company | Partner; Head of German Public Sector Practice | Oct 2000 – Jul 2014 (practice lead 2010–2014) | Managed national practice |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| LEG Immobilien SE | Supervisory Board Member | Current | German property company |
| Deutsche Post AG | Supervisory Board Member | Current | Global logistics company |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board determined all non-employee directors, including Dr. Suder, are independent; no family relationships among directors/executives .
- Attendance: Board held 6 meetings in FY2024; all directors met ≥75% attendance except one (Mark Anderson), implying Dr. Suder met the threshold .
- Committee activity: Audit Committee held 8 meetings; Nominating & Corporate Governance held 3 meetings in FY2024 .
- Lead Independent Director: Scott Sandell; independent director executive sessions are held at least twice per year under guidelines .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $30,000 | Standard non‑employee director retainer |
| Audit Committee member fee | $10,000 | Non‑chair member annual fee |
| Nominating & Corporate Governance member fee | $4,000 | Non‑chair member annual fee |
| Total cash fees paid (FY2024) | $44,000 | As reported in Director Compensation Table |
- Policy cap: Maximum annual limit of $750,000 (cash + equity) per non‑employee director .
- Review cadence: Policy reviewed every other year; most recent review April 2024 with Compensia input .
Performance Compensation
| Equity Award Type | Grant Value (USD) | Units/Status | Vesting |
|---|---|---|---|
| FY2024 Annual RSU Award | $206,713 | 3,039 unvested RSUs at 12/31/2024 | 100% vest on the earlier of June 4, 2025 or day prior to the 2025 Annual Meeting, subject to service |
| Initial RSU Award (policy) | $400,000 (policy value) | Applies when first becoming a non‑employee director | Vests in equal annual installments over 3 years; subject to service |
- Performance metrics: No director‑specific performance metrics disclosed for equity awards; RSUs are time‑based and service‑conditioned .
Other Directorships & Interlocks
| External Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| LEG Immobilien SE | Real Estate | Supervisory Board Member | No disclosed Cloudflare transactions; low direct overlap with Cloudflare’s business |
| Deutsche Post AG | Logistics | Supervisory Board Member | No disclosed Cloudflare transactions; low direct overlap with Cloudflare’s business |
- Audit committee service limit: Cloudflare policy restricts audit committee members to ≤3 public company audit committees unless the Board determines no impairment and discloses it; no adverse determination disclosed regarding Dr. Suder .
Expertise & Qualifications
- Education: B.A. in German Literature & Theater; Ph.D. in Computational Neuroscience (Ruhr University Bochum) .
- Domain expertise: Technology, business, and policy intersection; public-sector digital transformation; senior government leadership; top-tier consulting .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Katrin Suder | 38,182 | <1% | — | — | Beneficial ownership as of Mar 31, 2025 |
| Unvested RSUs (FY2024 Annual) | 3,039 | — | — | — | Unvested at 12/31/2024; vests by 6/4/2025 per award terms |
- Ownership guidelines: Non-employee directors required to hold ≥3x annual cash retainer; all non‑employee directors were in compliance as of 12/31/2024 .
- Hedging/pledging: Prohibited absent waiver from CLO or CFO; insider trading policy governs transactions .
- Section 16 compliance: Company disclosed one late filing for the Chief Accounting Officer in FY2024; no late filings disclosed for directors including Dr. Suder .
Governance Assessment
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Strengths:
- Independence affirmed; multi‑sector expertise adds board diversity of experience .
- Active committee engagement (Audit; Nominating & Governance) with robust meeting cadence; audit oversight and related‑party review within charter .
- Attendance met board guidelines; supports engagement and effectiveness .
- Alignment via RSU grants and ownership guidelines; hedging/pledging prohibitions reduce misalignment risk .
-
Potential watch‑items:
- External board workload: Supervisory roles at LEG Immobilien SE and Deutsche Post AG require time; Cloudflare policy on audit committee service load mitigates risk; no impairment disclosed .
- Related‑party oversight: Board employs formal approval processes via Audit Committee; no related‑party transactions disclosed involving Dr. Suder .
-
Compensation signals:
- Mix is balanced: modest cash retainer plus time‑based RSUs; no discretionary bonuses or option repricings disclosed for directors .
- Policy cap ($750k) and biennial reviews with independent consultant (Compensia) indicate governance discipline and peer alignment .
Overall, Dr. Suder’s profile shows strong independence, consistent attendance, and relevant cross‑sector expertise, with equity alignment and robust committee governance frameworks; no conflicts or red flags are disclosed related to her role at Cloudflare .