Form 4: Cloudflare Director Scott Sandell Receives Annual RSU Award

Director Scott Sandell received an automatic annual restricted stock unit (RSU) award from Cloudflare on June 4, 2024.

Summary

• On June 4, 2024, Scott Sandell, a director of Cloudflare, Inc., received an automatic annual restricted stock unit (RSU) award for 3,039 Class A Common Stock.
• The RSUs vest on the earlier of June 4, 2025, or the day prior to Cloudflare's next annual meeting of stockholders.
• Following the transaction, Sandell directly owns 9,364 shares of Class A Common Stock.
• Sandell also indirectly owns 174,534 shares through the Blue Mountain Trust and 37,000 shares through the Pendleton 2020 GRAT.

Sentiment

Score: 7

Explanation: The document reflects a routine director compensation event, which is generally neutral to slightly positive as it aligns director interests with shareholders.

Positives

• The RSU award aligns Sandell's interests with those of Cloudflare's shareholders.
• The vesting schedule encourages continued service as a director.

Future Outlook

The RSUs will vest on the earlier of June 4, 2025, or the day prior to the date of the Issuer's next annual meeting of stockholders.

Industry Context

RSU grants are a common form of compensation for directors of publicly traded companies, aligning their interests with shareholders and incentivizing long-term value creation.

Comparison to Industry Standards

• Director compensation packages, including RSU grants, vary widely across the tech industry depending on company size, performance, and board responsibilities.
• Companies like Amazon, Google, and Microsoft also utilize RSU grants as part of their director compensation packages.
• The size of the RSU grant is typical for a company of Cloudflare's size and stage.

Stakeholder Impact

• The RSU award aligns the director's interests with those of the shareholders.
• The vesting schedule encourages continued service as a director.

Key Dates