CrowdStrike said on December 22, 2025 the independent members of its Board of Directors, upon the recommendation of the Compensation Committee, approved a performance-based equity award to George Kurtz, President and Chief Executive Officer, consisting of performance stock units with a target of 300,000 PSUs that can result in as few as 0 shares and as many as 600,000 shares of the Company's Class A common stock.

1. 01

   CrowdStrike said on December 22, 2025 the independent members of its Board of Directors, upon the recommendation of the Compensation Committee, approved a performance-based equity award to George Kurtz, President and Chief Executive Officer, consisting of performance stock units with a target of 300,000 PSUs that can result in as few as 0 shares and as many as 600,000 shares of the Company's Class A common stock.

2. 02

   The company said the award is determined by relative total stockholder return compared to the S&P 500 Index constituents over a 3-year performance period from December 22, 2025 to December 22, 2028. It said the payout is 200% at the 90th percentile or above, 100% at the 55th percentile, 50% at the 25th percentile, and 0% below the 25th percentile.

3. 03

   CrowdStrike said if a change in control occurs during the performance period, earned PSUs will be determined based on the total stockholder return ranking as of that date, and if termination without cause or for good reason occurs within 3 months before or 24 months after a change in control, any converted awards will vest in full. The company said if employment terminates for any other reason, the PSUs will be forfeited without consideration.

4. 04

   CrowdStrike said the independent directors approved the award to align Kurtz's interests with those of stockholders and to provide an incentive for him to continue leading the company as it pursues its objective to achieve $20 billion in annual recurring revenue. The company said all four stock price hurdles from the award granted in August 2021 have been achieved.

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