Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2023, Janel Riley signed an offer letter with Cloudflare, Inc. (the "Company"), pursuant to which she will hold the position of Vice President, Finance effective upon her commencement of employment with the Company on May 1, 2023. On January 25, 2023, Paul Underwood, the Company's Vice President, Head of Finance and Chief Accounting Officer, announced his decision to step down. Mr. Underwood will continue to serve as the Company's Chief Accounting Officer (principal accounting officer) until June 1, 2023, at which time Ms. Riley will be designated the Company's Chief Accounting Officer (principal accounting officer).

Ms. Riley, age 45, has served as a Partner at KPMG LLP since October 2013, leading software and SaaS engagements, and from January 2018 to February 2021, Ms. Riley acted as the lead engagement partner for KPMG LLP's audits of the Company's financial statements over such period. Since October 2022, Ms. Riley has served as the National Audit Industry leader for Technology and has been a Securities and Exchange Commission ("SEC") reviewing partner since October 2019. She has over 21 years of experience in public accounting. Ms. Riley is a certified public accountant and holds a B.S. in accounting from California State University, Fresno. There has been no arrangement or understanding between Ms. Riley and any other person pursuant to which Ms. Riley was selected to this position. Ms. Riley does not have any family relationship with any director or executive officer of the Company. Additionally, Ms. Riley is not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K.

Upon joining the Company, Ms. Riley will receive a base salary of $400,000 per year. In addition, the Company will recommend to the Board of Directors of the Company (the "Board") or the Compensation Committee of the Board that she receive grants pursuant to the Company's 2019 Equity Incentive Plan, as amended, of: (i) restricted stock units ("RSUs") valued at $7,500,000 that will vest over a four-year period and RSUs valued at $500,000 that will vest over a one-year period, in each case subject to remaining continuously employed with the Company, and (ii) 100,000 performance stock options to purchase the Company's Class A common stock that vest and become exercisable upon the Company's achievement of certain stock price milestones and time-based vesting requirements as described in the Company's definitive proxy statement filed with the SEC on April 21, 2022. Ms. Riley will also be eligible to participate in the Company's Change in Control and Severance Policy, the Company's 2019 Employee Stock Purchase Plan, and standard Company benefit programs.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

 Exhibit No.      Description
     104          Cover Page Interactive Data File (formatted as Inline XBRL)

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