What is the main purpose of this equity award granted to Michael Sentonas?

The primary purpose of this performance-based equity award is to align Michael Sentonas's interests with those of CrowdStrike's stockholders by directly linking his compensation to the company's long-term stock price performance relative to the S&P 500. It also serves as a significant incentive for him to continue leading CrowdStrike through its ambitious growth phase, including achieving a target of $20 billion in ending ARR.

How will the number of PSUs Mr. Sentonas receives be determined?

The number of PSUs earned will depend on CrowdStrike's Total Stockholder Return (TSR) performance compared to the S&P 500 over a three-year period. If CrowdStrike's TSR is at or above the 90th percentile of the S&P 500, he could earn up to 200% of the target 100,000 PSUs. If it's at the 55th percentile, he earns 100% (target). If it's at the 25th percentile, he earns 50% of the target. If the performance is below the 25th percentile, he will earn zero PSUs.

Are there any other conditions for Mr. Sentonas to receive the full value of his earned PSUs?

Yes, in addition to achieving the performance-based targets, the earned PSUs are subject to a one-year service-based vesting requirement. This means Mr. Sentonas must continue his employment with CrowdStrike for an additional year after the performance period concludes, with the earned PSUs vesting in quarterly installments over that year.

How does a 'change in control' event impact this award?

In the event of a 'change in control' before the end of the performance period, the company's TSR performance will be assessed as of the change in control date. Any earned PSUs will be converted into the same form of consideration as other stockholders in the transaction but will remain subject to vesting based on continued service. However, if Mr. Sentonas's employment is terminated without cause or by him for good reason within a specific window around the change in control, or if the acquiring company does not assume the awards, the converted awards will vest in full.

CRWD 8-K: Leadership Changes & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed April 21, 2026. Cited figures are marked; the original filing is the authoritative source.

CrowdStrike Holdings, Inc. (CRWD) has announced a significant performance-based equity award to its President, Michael Sentonas, as detailed in their April 21, 2026, 8-K filing.

The award consists of up to 200,000 performance stock units (PSUs) with a target of 100,000, tied to the Company's total stockholder return (TSR) relative to the S&P 500 over a three-year period ending December 22, 2028. The payout ranges from 50%^a of target for achieving the 25th percentile of S&P 500 TSR to 200% for reaching the 90th percentile or above, with no payout below the 25th percentile. These PSUs are also subject to an additional one-year service-based vesting requirement.

This award underscores the Board's strategy to align executive compensation directly with long-term stockholder value creation and to incentivize continued leadership through significant growth targets, including achieving $20 billion^b in ending annual recurring revenue (ARR). The performance metrics and vesting structure are designed to promote retention and ensure that Mr. Sentonas's compensation is directly linked to CrowdStrike's ability to outperform the market, especially in the dynamic cybersecurity landscape. The filing also provides details on how the award would be treated in the event of a change in control or termination of employment under various circumstances.

02—Key points

Key Highlights

President Michael Sentonas awarded performance stock units (PSUs) with a target of 100,000, potentially reaching 200,000.
Award payout is directly tied to CrowdStrike's Total Stockholder Return (TSR) relative to the S&P 500 over a three-year performance period (Dec 22, 2025 - Dec 22, 2028).
Performance thresholds are set with payouts ranging from 50% of target at the 25th percentile TSR to 200% at the 90th percentile or above; zero payout if below the 25th percentile.
An additional one-year service-based vesting requirement applies after the performance period, with vesting in tranches.
The award aims to align Mr. Sentonas's interests with stockholders and incentivize the achievement of long-term growth, including a target of $20 billion in ending ARR.
Specific provisions address potential changes in control and various termination scenarios for Mr. Sentonas's employment, detailing how earned and unearned PSUs would be handled.

03—Questions

Frequently Asked Questions

What is the main purpose of this equity award granted to Michael Sentonas?
The primary purpose of this performance-based equity award is to align Michael Sentonas's interests with those of CrowdStrike's stockholders by directly linking his compensation to the company's long-term stock price performance relative to the S&P 500. It also serves as a significant incentive for him to continue leading CrowdStrike through its ambitious growth phase, including achieving a target of $20 billion in ending ARR.
How will the number of PSUs Mr. Sentonas receives be determined?
The number of PSUs earned will depend on CrowdStrike's Total Stockholder Return (TSR) performance compared to the S&P 500 over a three-year period. If CrowdStrike's TSR is at or above the 90th percentile of the S&P 500, he could earn up to 200% of the target 100,000 PSUs. If it's at the 55th percentile, he earns 100% (target). If it's at the 25th percentile, he earns 50% of the target. If the performance is below the 25th percentile, he will earn zero PSUs.
Are there any other conditions for Mr. Sentonas to receive the full value of his earned PSUs?
Yes, in addition to achieving the performance-based targets, the earned PSUs are subject to a one-year service-based vesting requirement. This means Mr. Sentonas must continue his employment with CrowdStrike for an additional year after the performance period concludes, with the earned PSUs vesting in quarterly installments over that year.
How does a 'change in control' event impact this award?
In the event of a 'change in control' before the end of the performance period, the company's TSR performance will be assessed as of the change in control date. Any earned PSUs will be converted into the same form of consideration as other stockholders in the transaction but will remain subject to vesting based on continued service. However, if Mr. Sentonas's employment is terminated without cause or by him for good reason within a specific window around the change in control, or if the acquiring company does not assume the awards, the converted awards will vest in full.

04—Continue

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