Cloudflare Bundle
Who really controls Cloudflare?
Founded in 2009 and public since its 2019 IPO (NYSE: NET), Cloudflare grew from Project Honey Pot roots into a global CDN, DDoS mitigation and zero‑trust provider. Its dual‑class stock preserves founder voting power while institutional investors hold sizable economic stakes.
Major holders include founders and insiders with super‑voting shares, mutual funds and ETFs, and global retail investors; governance reflects founder control despite broad economic ownership. See Cloudflare Porter's Five Forces Analysis.
Who Founded Cloudflare?
Founders and early ownership of the company were concentrated among Matthew Prince, Michelle Zatlyn, and Lee Holloway, who converted a community anti-abuse project into a global security and performance platform; early equity featured standard four-year vesting with one-year cliffs and a dual-class share structure preserving founder control.
Founding team roles
Prince led strategy and go-to-market, Zatlyn ran product and operations, Holloway focused on architecture and engineering.
Equity structure
Early equity was concentrated among the three founders with four-year vesting and one-year cliffs common to Silicon Valley startups.
Dual-class shares
The company implemented a dual-class share structure granting founders enhanced voting rights via Class B super-votes to preserve direction through scale.
Pre-IPO founder stakes
Pre-IPO filings show the founders collectively held a significant minority pre-dilution, with Matthew Prince as the largest individual holder.
Early investors
Notable backers included Pelion Venture Partners, Venrock, NEA, and Union Square Ventures, plus angels from security and networking.
Governance protections
Early financings included protective provisions, lead investor board designation rights, and standard IP assignment and vesting agreements.
Public filings and shareholder disclosures around the 2019–2021 IPO period and subsequent proxy statements document founder and institutional ownership shifts; institutional investors hold substantial positions while founder super-voting shares sustain managerial control.
Key takeaways on founders and ownership
The founders’ equity and voting design reflect roles and intent to retain strategic control despite external capital.
- Who owns Cloudflare: founders retained enhanced voting through Class B shares at IPO.
- Cloudflare ownership structure explained: dual-class shares plus institutional investors post-IPO.
- Cloudflare shareholders include Pelion, Venrock, NEA, Union Square and later public institutional holders.
- For deeper competitive context see Competitors Landscape of Cloudflare
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How Has Cloudflare’s Ownership Changed Over Time?
Key financing events from seed rounds through the 2019 IPO and subsequent index inclusion reshaped who owns Cloudflare, shifting economic ownership toward institutions while preserving founder voting control via a dual-class share structure.
| Period | Ownership Trend | Notable Stakeholders |
|---|---|---|
| 2010–2015 (Seed / Series A–C) | Venture-led dilution; governance formalized | Pelion, Venrock, NEA, founders (Prince, Zatlyn) |
| 2017–2018 (Late-stage) | Growth & crossover funds broaden cap table | Large private growth investors, crossover funds |
| 2019 IPO | Raised ~$525 million; dual-class shares public | Public investors; founders retain Class B super-votes |
| 2020–2025 (Post-IPO) | Institutional ownership deepens; insider voting persists | Vanguard, BlackRock, Fidelity, T. Rowe Price, State Street |
Key inflection points include venture financings that built Cloudflare's network and security R&D, late-stage rounds that prepared the company for public markets, the September 2019 IPO priced at $15 per share, and index inclusion that increased passive institutional ownership by 2024–2025.
Ownership Composition — 2024–2025 Snapshot
Founders retain outsized voting control via Class B shares while large institutional investors own the majority of economic float; legacy VCs have mostly distributed holdings since IPO.
- Founders/Insiders: Matthew Prince and Michelle Zatlyn hold significant Class B stakes, keeping control despite dilution
- Institutions: Vanguard, BlackRock, Fidelity, T. Rowe Price, State Street among top holders by 2024–2025
- Legacy VCs: Pelion, Venrock, NEA positions materially reduced after lockups and secondary sales
- Market impact: Passive ownership increased index-driven stability; founder super-votes enabled long-term reinvestment
Reported facts: IPO proceeds ~$525 million, IPO price $15, initial market cap estimated near $4–5 billion; institutional holders commonly hold single-digit to high-single-digit percentages each, with combined institutions forming a majority of shares outstanding by 2024–2025. For deeper strategic context see Marketing Strategy of Cloudflare
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Who Sits on Cloudflare’s Board?
The Cloudflare board through 2024–2025 combines founders with a majority of independent directors, balancing founder control and NYSE governance expectations; key directors include co‑founders Matthew Prince and Michelle Zatlyn alongside investor‑affiliated and seasoned independent executives.
| Director | Role | Notes |
|---|---|---|
| Matthew Prince | Co‑founder, CEO, Director | Holds substantial Class B voting stock; primary executive leader |
| Michelle Zatlyn | Co‑founder, President/COO, Director | Co‑founder with meaningful Class B holdings and operational role |
| Independent / Investor‑affiliated directors | Directors | Includes senior partners or operating executives linked to NEA, Pelion; former CEOs/CFOs chair key committees |
The board maintains standard audit, compensation and nominating/governance committees, with independents chairing key committees to align with market governance norms; there were no successful activist takeovers or proxy battles through 2024–2025.
Board and Voting Snapshot
The dual‑class structure concentrates control while preserving public trading liquidity; founders retain strategic control via high‑vote shares even as economic ownership dilutes.
- Dual‑class voting: Class A = 1 vote/share; Class B = 10 votes/share
- Founder control: Class B holdings held by founders convert on transfer, creating a gradual sunset mechanism
- Board makeup: Majority independent directors consistent with NYSE standards; independents often chair audit/comp committees
- Shareholder activity: Proposals focused on governance and sustainability; no major proxy contests through 2024–2025
For context on mission and governance philosophy see Mission, Vision & Core Values of Cloudflare; latest SEC filings (Form 10‑K/DEF 14A in 2024–2025) list institutional ownership concentrated among large asset managers, while founders retain controlling voting stakes — a clear example of 'who owns Cloudflare' and 'Cloudflare ownership structure explained' in practice.
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What Recent Changes Have Shaped Cloudflare’s Ownership Landscape?
Recent trends in who owns Cloudflare show growing institutional concentration as passive index funds increased stakes while founders retained control via dual-class stock; insider sales and employee equity grants modestly diluted economic ownership through 2019–2025 without changing effective voting control.
| Trend | Key Facts | Impact (2019–2025) |
|---|---|---|
| Institutional concentration | Top passive managers (Vanguard, BlackRock, State Street) collectively held a majority of the public float by 2024–2025; passive ownership among S&P/NYSE index trackers rose with market-cap growth. | Increased voting influence of index managers; higher institutional ownership percentage of free float. |
| Insider & founder dynamics | Founders remained largest individual holders; periodic 10b5-1 sales and employee equity grants increased share count modestly; Class B super-vote structure preserved founder control. | Economic stakes down slightly; voting control largely intact for founders. |
| Capital markets activity | Equity offerings and convertible notes used in low-rate windows (2020–2021), contributing to share count growth; no major buyback program through 2024–2025. | Share dilution supported network and product investment; cash prioritized for growth over buybacks. |
| M&A & product expansion | Targeted acquisitions in Zero Trust, Workers (developer platform), and AI/networking expanded product set; some share issuance for deals and employee grants. | Strategic product-driven dilution without material change in control. |
Institutional investors and Cloudflare shareholders composition shifted toward passive funds while Cloudflare founders continued to wield decisive voting power through dual-class shares; management signaled durable growth and governance refreshes, with no public plans to go private.
Institutional Ownership
By mid-2024, Vanguard, BlackRock and State Street were among the largest institutional holders, together often representing a combined stake exceeding 20% of the public float in aggregate across major funds.
Founder & Insider Stakes
Founders (including Matthew Prince) and early executives retained super-voting Class B shares preserving control; the founders’ economic ownership declined modestly from IPO-era levels due to grants and sales but voting power remained concentrated.
Capital Allocation
Cloudflare issued equity and convertibles in 2020–2021 when rates were low, increasing total shares outstanding; as of 2024 proxy filings, management prioritized network investment over large-scale buybacks.
Governance & Outlook
Expect gradual Class B to Class A conversions over time and potential incremental rises in passive ownership if index inclusions increase; leadership succession and independent director refresh remain focal governance levers. Read more on the company’s strategy in Growth Strategy of Cloudflare
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