Stock-Based Compensation | Stock-Based Compensation Stock Incentive Plan In May 2019, the Company’s board of directors adopted, and the stockholders approved the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) with the purpose of granting stock-based awards to employees, directors, officers, and consultants, including stock options, restricted stock awards, restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”). A total of 8,750,000 shares of Class A common stock were initially available for issuance under the 2019 Plan. The Company’s compensation committee administers the 2019 Plan. The number of shares of the Company’s common stock available for issuance under the 2019 Plan is subject to an annual increase on the first day of each fiscal year beginning on February 1, 2020, equal to the lesser of: (i) two percent (2%) of outstanding shares of the Company’s capital stock as of the last day of the immediately preceding fiscal year or (ii) such other amount as the Company’s board of directors may determine. The 2011 Plan was terminated on June 10, 2019, which was the business day prior to the effectiveness of the Company’s registration statement on Form S-1 used in connection with the Company’s IPO, and stock-based awards are no longer granted under the 2011 Plan. Any shares underlying stock options that expire, terminate, or are forfeited or repurchased under the 2011 Plan will be automatically transferred to the 2019 Plan. Stock Options The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Stock options granted during the three months ended April 30, 2024 were immaterial. There were no stock options granted during the three months ended April 30, 2023. The following table is a summary of stock option activity for the three months ended April 30, 2024: Number of Weighted-Average (in thousands) Options outstanding at January 31, 2024 1,754 $ 9.37 Granted 14 $ 3.25 Exercised (92) $ 8.96 Canceled (6) $ 66.67 Options outstanding at April 30, 2024 1,670 $ 9.32 Options vested and expected to vest at April 30, 2024 1,670 $ 9.32 Options exercisable at April 30, 2024 1,543 $ 9.09 Options outstanding include 87,998 options that were unvested and exercisable as of April 30, 2024. The aggregate intrinsic value of options vested and exercisable was $437.5 million and $451.0 million as of April 30, 2024 and January 31, 2024, respectively. The weighted-average remaining contractual term of options vested and exercisable was 4.0 years and 4.2 years as of April 30, 2024 and January 31, 2024, respectively. The weighted-average grant date fair values of all options granted was $325.22 per share and none during the three months ended April 30, 2024 and April 30, 2023, respectively. The total intrinsic value of all options exercised was $28.5 million and $45.1 million during the three months ended April 30, 2024 and April 30, 2023, respectively. The aggregate intrinsic value of stock options outstanding as of April 30, 2024 and January 31, 2024 was $473.0 million and $496.7 million, respectively, which represents the excess of the fair value of the Company’s common stock over the exercise price of the options multiplied by the number of options outstanding. The weighted-average remaining contractual term of stock options outstanding was 4.1 years and 4.3 years as of April 30, 2024 and January 31, 2024, respectively. Total unrecognized stock-based compensation expense related to unvested options was $7.3 million as of April 30, 2024. This expense is expected to be amortized over a weighted-average vesting period of 1.0 year. Early Exercise of Employee Options The 2011 and 2019 Stock Plans allow for the early exercise of stock options for certain individuals as determined by the board of directors. The consideration received for an early exercise of an option is a deposit of the exercise price and the related dollar amount is recorded as a liability for early exercise of unvested stock options in the condensed consolidated balance sheets. This liability is reclassified to additional paid-in capital as the awards vest. If a stock option is early exercised, the unvested shares may be repurchased by the Company in case of employment termination or for any reason, including death and disability, at the price paid by the purchaser for such shares. There were no issued shares of common stock related to early exercised stock options during the three months ended April 30, 2024 or April 30, 2023. As of April 30, 2024 and January 31, 2024, there were no shares of common stock related to early exercised stock options subject to repurchase. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company includes unvested shares subject to repurchase in the number of shares outstanding in the condensed consolidated balance sheets and statements of stockholders’ equity. Restricted Stock Units RSUs granted under the 2019 Plan are generally subject to only a service-based vesting condition. The service-based vesting condition is generally satisfied based on one of four vesting schedules: (i) vesting of one-fourth of the RSUs on the first “Company vest date” (defined as March 20, June 20, September 20, or December 20) on or following the one-year anniversary of the vesting commencement date with the remainder of the RSUs vesting in twelve equal quarterly installments thereafter, subject to continued service, (ii) vesting in sixteen equal quarterly installments, subject to continued service, (iii) vesting in eight equal quarterly installments, subject to continued service, or (iv) vesting in sixteen quarterly installments with 10% in the first year, 15% in the second year, 25% in the third year and 50% in the fourth year, subject to continued service. The valuation of these RSUs is based solely on the fair value of the Company’s stock on the date of grant. Total unrecognized stock-based compensation expense related to unvested RSUs was $1.7 billion as of April 30, 2024. This expense is expected to be amortized over a weighted-average vesting period of 2.8 years. Performance-based Stock Units PSUs granted under the 2019 Plan are generally subject to both a service-based vesting condition and a performance-based vesting condition. PSUs will vest upon the achievement of specified performance targets and subject to continued service through the applicable vesting dates. The stock-based compensation expense relating to PSUs is recognized using the accelerated attribution method over the requisite service period when it is probable that the performance condition will be satisfied. Total unrecognized stock-based compensation expense related to unvested PSUs was $167.8 million as of April 30, 2024. This expense is expected to be amortized over a weighted-average vesting period of 1.5 years. Special PSU Awards In fiscal 2022 the Company’s board of directors granted 655,000 performance stock units (the “Special PSU Awards”) to certain executives under the 2019 Plan. The Special PSU Awards will vest upon the satisfaction of the Company’s achievement of specified stock price hurdles, which are based on the average of the closing stock price per share of the Company’s Class A common stock during any 45 consecutive trading day period during the applicable performance period, and a service-based vesting condition. The service condition applicable to each tranche of the Special PSU Awards will be satisfied in installments as follows, subject to continued employment with the Company through each applicable vesting date: (i) 50% of the Special PSU Awards underlying the applicable tranche will service vest on the first anniversary of the vesting commencement date applicable to such tranche of the Special PSU Awards ( i.e. , February 1, 2022, February 1, 2023, February 1, 2024 and February 1, 2025) and (ii) the remaining PSUs with respect to such tranche will thereafter service vest in four equal quarterly installments of 12.5%. The Company measured the fair value of the Special PSU Awards on the grant date using a Monte Carlo simulation valuation model. The risk-free interest rates used were 0.85% -1.51%, which were based on the zero-coupon-risk-free interest rate derived from the Treasury Constant Maturities yield curve for the expected term of the award on the grant date. The expected volatility was a blended volatility rate of 54.89% - 55.36%, which includes 50% weight on the Company’s historical volatility calculated from daily stock returns over a 2.21- 2.58 year look-back from the grant date and 50% weight based on the Company’s implied volatility as of the grant date. Total unrecognized stock-based compensation expense related to the unvested portion of the Special PSU Awards was $25.3 million as of April 30, 2024. This expense is expected to be amortized over a weighted-average vesting period of 1.0 year. The following table is a summary of RSUs, PSUs and the Special PSU Awards activities for the three months ended April 30, 2024: Number of Weighted- (in thousands) RSUs and PSUs outstanding at January 31, 2024 10,968 $ 167.84 Granted 1,769 $ 302.26 Released (1,224) $ 143.19 Performance adjustment (1) 241 $ 132.83 Forfeited (244) $ 188.52 RSUs and PSUs outstanding at April 30, 2024 11,510 $ 189.94 RSUs and PSUs expected to vest at April 30, 2024 (2) 10,719 $ 186.57 (1) The performance adjustment represents adjustments in shares outstanding due to the actual achievement of performance-based awards, the achievement of which was based upon pre-defined financial performance targets. (2) Excludes in progress PSUs and Special PSUs where pre-defined targets have not yet been achieved. Employee Stock Purchase Plan In May 2019, the board of directors adopted, and the stockholders approved the CrowdStrike Holdings, Inc. 2019 Employee Stock Purchase Plan (“ESPP”), which became effective on June 10, 2019, which was the business day prior to the effectiveness of the Company’s registration statement on Form S-1 used in connection with the Company’s IPO. A total of 3,500,000 shares of Class A common stock were initially reserved for issuance under the ESPP. The Company’s compensation committee administers the ESPP. The number of shares of common stock available for issuance under the ESPP is subject to an annual increase on the first day of each fiscal year beginning on February 1, 2020, equal to the lesser of: (i) one percent (1%) of the outstanding shares of the Company’s capital stock as of the last day of the immediately preceding fiscal year or (ii) such other amount as its board of directors may determine. In May 2021, the Company’s compensation committee adopted an amendment and restatement of the ESPP, which was approved by the Company’s stockholders in June 2021. The amended and restated ESPP clarified the original intent that the annual increase will in no event exceed 5,000,000 shares of the Company’s Class A common stock in any year. The ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length and are comprised of four purchase periods of approximately six months in length. The offering periods are scheduled to start on the first trading day on or after June 11 and December 11 of each year. The first offering period commenced on June 11, 2019 and ended on June 10, 2021. The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s Class A common stock through payroll deductions of up to 15% of their eligible compensation. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares is 85% of the lower of the fair market value of the Class A common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The ESPP allows for up to one increase in contribution during each purchase period. If an employee elects to increase his or her contribution, the Company treats this as an accounting modification. The ESPP also offers a two-year look-back feature, as well as a rollover feature that provides for an offering period to be rolled over to a new lower-priced offering if the offering price of the new offering period is less than that of the current offering period. Employee payroll contributions ultimately used to purchase shares are reclassified to stockholders’ equity on the purchase date. ESPP employee payroll contributions accrued as of April 30, 2024 and January 31, 2024 totaled $50.0 million and $22.3 million, respectively, and are included within accrued payroll and benefits in the condensed consolidated balance sheets. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine the fair value of employee stock purchase rights granted under the Company’s ESPP: Three Months Ended April 30, 2024 2023 Expected term (in years) 0.5 – 2.0 0.5 – 2.0 Risk-free interest rate 0.2% – 5.3% 0.2% – 4.7% Expected stock price volatility 40.8% – 61.2% 50.2% – 61.2% Dividend yield — % — % Stock-Based Compensation Expense Stock-based compensation expense included in the condensed consolidated statements of operations is as follows (in thousands): Three Months Ended April 30, 2024 2023 Subscription cost of revenue $ 13,916 $ 8,966 Professional services cost of revenue 6,273 4,630 Sales and marketing 52,258 35,739 Research and development 66,742 44,381 General and administrative 43,936 37,140 Total stock-based compensation expense $ 183,125 $ 130,856 |