Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On January 12, 2022, the Board of Directors (the "Board") of CrowdStrike
Holdings, Inc. (the "Company") granted Burt Podbere, the Company's Chief
Financial Officer, a special award of 115,000 performance stock units ("PSUs")
under the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan (the "EIP") in
recognition of the significant potential impact Mr. Podbere is anticipated to
make toward achieving the Company's strategic and business goals going forward,
as well as his instrumental role in the Company's achievements to date (the
"Special PSU Award"). The Special PSU Award is designed to provide both
multi-year retention incentives and to align Company strategy and achievement of
business and operating objectives with long-term stockholder value creation. We
believe that a payout of the Special PSU Award at or above the threshold
performance level would result in significant value realized by our stockholders
over the performance period due to the rigorous stock price hurdles applicable
to the Special PSU Award, as described below.
The Special PSU Award is comprised of four equal tranches of PSUs, each of which
will be earned and will vest upon the satisfaction of both a performance-based
vesting condition and a service-based vesting condition. The performance
condition applicable to the PSUs will be earned based on the Company's
achievement of specified stock price hurdles, as set forth in the table below
and subject to anti-dilution adjustments, during the performance period
beginning on the date of grant and ending on January 31, 2027. Achievement of
the applicable stock price hurdle for any PSU tranche will occur on the date
that the Company certifies that the average closing price per share of the
Company's Class A common stock during any 45 consecutive trading days during the
performance period exceeded the applicable stock price hurdle for such tranche.
Such achievement will be reviewed, and any certifications will be made, within
30 days after the end of each fiscal quarter of the Company. Any PSUs for which
the applicable stock price hurdle is not achieved prior to the end of the
performance period will be forfeited in their entirety.
The service condition applicable to each tranche of PSUs will be satisfied in
installments as follows, subject to Mr. Podbere's continued employment with the
Company through each applicable vesting date: (i) 50% of the PSUs underlying the
applicable tranche will service vest on the first anniversary of the vesting
commencement date applicable to such tranche of PSUs, as set forth in the table
below; and (ii) the remaining PSUs with respect to such tranche will thereafter
service vest in four equal quarterly installments of 12.5%.
Tranche Stock Price Hurdle (per share) Service Vesting Commencement Date
1 $ 320.00 February 1, 2022
2 $ 370.00 February 1, 2023
3 $ 425.00 February 1, 2024
4 $ 490.00 February 1, 2025
In the event of a "change in control" (as defined in the EIP), any tranche of
PSUs for which the stock price hurdle has not previously been satisfied will be
deemed earned to the extent the price per share (plus the value of any other
consideration received by the Company's stockholders) pursuant to such change in
control transaction equals or exceeds the stock price hurdle applicable to such
tranche of PSUs. If the transaction price falls between any two price hurdles, a
pro rata portion of the tranche of PSUs that is subject to the higher of such
two price hurdles will be deemed earned using linear interpolation, and any
other PSUs for which the applicable stock price hurdle is not achieved will be
forfeited in their entirety. To the extent any of the earned PSUs have not yet
satisfied the service condition as of the date of the change in control, such
PSUs will remain outstanding and eligible to service vest based on, and subject
to, Mr. Podbere's continued employment following the date of the change in
control.
In the event Mr. Podbere's employment is terminated for any reason, any unvested
portion of the Special PSU Award will be forfeited in its entirety.
The foregoing summary of Mr. Podbere's Special PSU Award is qualified in its
entirety by the terms of the Special PSU award agreement, which is filed as
Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this Form 8-K:
10.1 Performance Unit Agreement with Burt Podbere, dated January 12, 2022,
under the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
© Edgar Online, source Glimpses