DEF 14A of Zoom Communications, Inc., May 2, 2024

DEF 14A of Zoom Communications, Inc.

Filed May 2, 2024 · FY20240001585521-24-000078

Open on EDGAR

  1. TABLE OF CONTENTS

    | Compensation Committee Report | 43 | | Summary Compensation Table for Fiscal Year 2024 | 44 | | Grants of Plan-Based Awards | 44 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 46 | | Option Exercises and Stock Vested | 47 | | Employment, Severance and Change in Control Agreements | 47 | | Potential Payments upon Termination or Change of Control | 48 | | Pay Ratio | 48 | | Item 402(v) Pay Versus Performance | 49 | | EQUITY COMPENSATION PLAN INFORMATION | 54 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 58 | | Policies and Procedures for Related Party Transactions | 58 | | Certain Related Person Transactions | 58 | | Indemnification | 59 | | OTHER MATTERS | 60 | | Fiscal Year 2024 Annual Report and SEC Filings | 60 | | Appendix A | 62 |

  2. Nominees for Director

    Nominees for Director Jonathan Chadwick. Mr. Chadwick has served as a member of our Board of Directors since September 2017. Since April 2016, Mr. Chadwick has been a private investor. From November 2012 to April 2016, Mr. Chadwick served as Chief Financial Officer, Chief Operating Officer and Executive Vice President of VMware, Inc., a virtualization and cloud infrastructure solutions company. From March 2011 until October 2011, he served as the Chief Financial Officer of Skype Communication S.a.r.l., a voice over IP (VoIP) service company, and from October 2011 until November 2012, as a Corporate Vice President of Microsoft Corporation, a technology company, after its acquisition of Skype Communication S.a.r.l. From June 2010 until February 2011, Mr. Chadwick served as Executive Vice President and Chief Financial Officer of McAfee, Inc., a security software company, until its acquisition by Intel Corporation. From September 1997 until June 2010, Mr. Chadwick served in various executive roles at Cisco Systems, Inc. (“Cisco”), a multinational technology company. He also worked for Coopers & Lybrand, an accounting firm (now PricewaterhouseCoopers) in various roles in the United States and United Kingdom. He currently serves on the boards of directors of ServiceNow, Inc. (“ServiceNow”), a digital workflow company, Confluent, Inc., a data infrastructure company, Samsara Inc., an IoT software company, and various private companies. He previously served on the board of directors of Elastic N.V., a search and data analysis company, Cognizant Technology Solutions Corporation, an IT business services provider, and F5 Networks, Inc., an application networking delivery company. Mr. Chadwick qualified as a Chartered Accountant in England and holds a B.Sc. degree in Electrical and Electronic Engineering from the University of Bath. We believe Mr. Chadwick is qualified to serve as a member of our Board of Directors because of his significant financial expertise as a Chief Financial Officer and service on the boards of directors of various public companies. Cindy Hoots. Ms. Hoots has served as a member of our Board of Directors since January 2023. Ms. Hoots has served as the Chief Digital Officer and Chief Information Officer at AstraZeneca PLC, a pharmaceutical company, since January 2020. From January 2018 to December 2019, she served as Global Vice President of Technology of Unilever PLC, a multinational consumer goods company. Prior to joining Unilever, Ms. Hoots served as Vice President of Next Generation Products, Commercial and Digital Transformation at British American Tobacco plc, a multinational tobacco manufacturing company, from 2016 to 2018. Ms. Hoots holds a B.S. in computer information systems from DeVry Institute of Technology. We believe Ms. Hoots is qualified to serve as a member of our Board of Directors because of her significant cybersecurity and technology expertise. Dan Scheinman. Mr. Scheinman has served as a member of our Board of Directors since January 2013. Since April 2011, Mr. Scheinman has been an angel investor. From January 1997 to April 2011, Mr. Scheinman served in various roles at Cisco, most recently as Senior Vice President, Cisco Media Solutions Group. He currently serves on the boards of directors of Arista Networks, Inc., a cloud networking company, SentinelOne, Inc., a cybersecurity company, and several private companies. Mr. Scheinman holds a B.A. degree in Politics from Brandeis University and a J.D. from the Duke University School of Law. We believe Mr. Scheinman is qualified to serve as a member of our Board of Directors because of his significant knowledge of our Company and the technology industry.

  3. Continuing Directors

    Continuing Directors William R. McDermott. Mr. McDermott has served as a member of our Board of Directors since March 2022. Mr. McDermott has served as the Chief Executive Officer and a member of the board of directors of ServiceNow since November 2019 and was appointed Chairman of ServiceNow's board of directors in October 2022. From 2010 through 2014, Mr. McDermott served as Co-Chief Executive Officer, and from 2014 until October 2019, as sole Chief Executive Officer, of SAP SE (“SAP”), a multinational software company providing enterprise software. Mr. McDermott joined SAP in 2002 as Chief Executive Officer of SAP America, Inc., and served on the SAP Executive Board from 2008 until October 2019. Prior to joining SAP, Mr. McDermott served as Executive Vice President of Worldwide Sales and Operations at Siebel Systems, Inc. from 2001 to 2002 and served as President of Gartner, Inc. from 2000 to 2001. Mr. McDermott currently serves on the board of directors of Fisker Inc., an automotive technology company. Mr. McDermott previously served on the board of directors of Under Armour, Inc., a sporting goods company, ANSYS, Inc., a provider of engineering and simulation software and technologies, and SecureWorks Corp., a provider of intelligence-driven information security solutions. Mr. McDermott holds a B.A. in business management from Dowling College and an M.B.A from Northwestern University’s Kellogg School of Management, and has completed the Executive Development Program at the Wharton School of Business. We believe Mr. McDermott is qualified to serve as a member of our Board of Directors because of his significant expertise as a Chief Executive Officer in the technology industry and service on the boards of directors of various public companies. Janet Napolitano. Ms. Napolitano has served as a member of our Board of Directors since November 2020. Ms. Napolitano is a professor at the University of California Berkeley’s Goldman School of Public Policy. She previously served as President of the University of California from September 2013 until her departure in August 2020. Prior to her time serving as the President of the University of California, she served as the U.S. Secretary of Homeland Security from 2009 to 2013, as governor of the state of Arizona from 2003 to 2009, as attorney general of Arizona from 1998 to 2003 and as U.S. attorney for the District of Arizona from 1993 to 1997. Ms. Napolitano currently serves on the board of directors of Vir Biotechnology, Inc., a clinical-stage immunology company. Ms. Napolitano holds a B.S. in political science from Santa Clara University and a J.D. from the University of Virginia School of Law. We believe Ms. Napolitano is qualified to serve as a member of our Board of Directors because of her extensive leadership experience in both education and government. Santiago Subotovsky. Mr. Subotovsky has served as a member of our Board of Directors since December 2014. Mr. Subotovsky is a General Partner at Emergence Capital, a venture capital firm, and has been with that firm since 2010. In 1999, Mr. Subotovsky founded AXG Tecnonexo, an e-learning vendor in Latin America. Mr. Subotovsky currently serves on the boards of directors of several private companies. He holds a B.S. in Economics from Universidad de San Andrés in Argentina and an MBA from Harvard Business School. Mr. Subotovsky is an Endeavor Entrepreneur and Kauffman Fellow. We believe Mr. Subotovsky is qualified to serve on our Board of Directors because of his market knowledge and his experience serving as a director of various private companies. Eric S. Yuan. Mr. Yuan is the founder of our Company and has served as the Chairman of our Board of Directors, President and Chief Executive Officer since June 2011. From May 2007 to June 2011, Mr. Yuan served as Corporate Vice President of Engineering at Cisco. Mr. Yuan served in various roles, most recently as Vice President of Engineering, at WebEx Communications, Inc. ("WebEx"), an internet company, from August 1997 until its acquisition by Cisco in May 2007. Mr. Yuan currently serves on the board of directors of Intuit, Inc., a financial software company. Mr. Yuan holds a Bachelor’s degree in Applied Math from Shandong University of Science & Technology and a Master’s degree in engineering from China University of Mining & Technology. Mr. Yuan was selected to serve on our Board of Directors because of the perspective and experience he brings as our founder, as well as his extensive experience with technology companies. Peter Gassner. Mr. Gassner has served as a member of our Board of Directors since October 2015. Since January 2007, Mr. Gassner has served as Chief Executive Officer and a member of the board of directors of Veeva Systems Inc., a cloud computing company. Prior to that, from July 2003 to June 2005, Mr. Gassner served as Senior Vice President of Technology at salesforce.com, inc., a global leader in CRM. From January 1995 to June 2003, Mr. Gassner served as Chief Architect and General Manager of PeopleTools at PeopleSoft, Inc., a company providing human resources management systems acquired by Oracle. Mr. Gassner previously served on the board of directors of Guidewire Software, Inc., a software publisher. Mr. Gassner holds a B.S. in Computer Science from Oregon State University. We believe Mr. Gassner is qualified to serve as a member of our Board of Directors because of his significant management experience in the technology industry and service on the boards of directors of various public companies. Lieut. Gen. H.R. McMaster, U.S. Army, retired. General McMaster has served as a member of our Board of Directors since May 2020. Since September 2018, he has served at Stanford University as the Fouad and Michelle Ajami Senior Fellow at the Hoover Institution, the Susan and Bernard Liautaud Fellow at the Freeman Spogli Institute and as lecturer at the Graduate School of Business. He served as a commissioned officer in the United States Army for 34 years until his retirement in June 2018. From February 2017 to April 2018, General McMaster was the 26th Assistant to the President for National Security Affairs. He previously served on the board of NRx Pharmaceuticals, Inc. General McMaster holds a B.S. from the United States Military Academy at West Point and a M.A. and Ph.D. in History from the University of North Carolina at Chapel Hill. We believe General McMaster is qualified to serve as a member of our Board of Directors because of his significant experience in leading large organizations, his knowledge of foreign affairs, and his expertise in strategic assessment and planning. Below is our Nasdaq Board Diversity Matrix for fiscal 2024 and last year's Board Diversity Matrix is available in our 2023 proxy statement filed with the SEC on May 5, 2023. The following Board Diversity Matrix sets forth certain self-identified personal demographic characteristics of our directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

  4. Continuing Directors

    | Board Diversity Matrix (as of May 2, 2024) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 6 | 0 | 1 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 1 | 0 | 0 | | Hispanic or Latinx | 0 | 1 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 4 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | 0 | 0 | 0 | | Did Not Disclose Demographic Background | 0 | 0 | 0 | 1 |

  5. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, including director candidates nominated by stockholders, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all Board of Directors and committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our Board of Directors believes that it should be a diverse body, and our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. As set forth in our Corporate Governance Guidelines, in making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee considers, among other factors, diversity factors, including race, ethnicity, gender, age and sexual orientation, among others. In furtherance of the foregoing, where a third-party search firm is engaged and requested to furnish a list of possible director candidates to us, such firm will be instructed to include women and candidates from underrepresented communities who meet the applicable business and search criteria. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for selection.

  6. Non-Employee Director Compensation

    Non-Employee Director Compensation We maintain a Non-Employee Director Compensation Policy that provides for cash and equity compensation to directors who are not also serving as an employee or consultant to us (each an “Eligible Director”). The Non-Employee Director Compensation Policy was originally approved by our Board of Directors and effective in May 2019. Our Compensation Committee and Board of Directors periodically review the compensation for our Eligible Directors, with the assistance of their independent compensation consultant, Aon's Human Capital Solutions practice (formerly known as Radford), a division of Aon plc (“Aon”), including by reference to the peer group of companies used for executive compensation purposes and general trends and best practices in our industry for director compensation. When updating the Non-Employee Director Compensation Policy, our Compensation Committee and Board of Directors carefully consider market data analysis and recommendations from Aon, as well as the increased demands on, and time commitment required by, our directors. The current Non-Employee Director Compensation Policy (which was also effective for fiscal 2024) is described below. Annual Cash Compensation 1.Annual Board Service Retainer: a.All Eligible Directors: $45,000 b.Chairperson or Lead Independent Director (in lieu of above): $65,000 2.Annual Committee Member Service Retainer: a.Member of the Audit Committee: $12,500 b.Member of the Compensation Committee: $10,000 c.Member of the Nominating and Corporate Governance Committee: $5,000 d.Member of the Cybersecurity Risk Management Committee: $10,000 3.Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer): a.Chairperson of the Audit Committee: $27,500 b.Chairperson of the Compensation Committee: $20,000 c.Chairperson of the Nominating and Corporate Governance Committee: $10,000 d.Chairperson of the Cybersecurity Risk Management Committee: $20,000 Equity Compensation Under the Non-Employee Director Compensation Policy terms in place for fiscal 2024, each Eligible Director is eligible to receive an RSU calculated based on a grant value of $275,000 (the “Target RSU”). The RSU is automatically granted to each Eligible Director at the following times and is pro-rated as described below. All of the RSUs granted under the Non-Employee Director Compensation Policy are granted under the 2019 Equity Incentive Plan (the “2019 Plan”). Initial Appointment: At the time an Eligible Director is first elected or appointed to the Board of Directors, on the date of such Eligible Director’s initial election or appointment to the Board (the “Eligibility Date”), such Eligible Director receives the Target RSU (the “Initial Grant”), pro-rated by the percentage (not to exceed 100%) obtained by dividing the total number of expected calendar days remaining until the first annual meeting of the Company’s stockholders (the “annual meeting”) occurring after the Eligibility Date by 365. The Initial Grant fully vests as of the day immediately preceding the first annual meeting date (or, if sooner, the one-year anniversary of the grant date of the Initial Grant), subject to the Eligible Director’s continuous service (as defined in the 2019 Plan) through each such applicable vesting date. If an Eligible Director is first elected or appointed to the Board of Directors on the date of an annual meeting, such Eligible Director receives the Annual Grant (defined below) instead of an Initial Grant. Re-Election: On the date of each of our annual meetings of stockholders, commencing on the applicable meeting date as described below, each Eligible Director who is (i) nominated at such annual meeting to be re-elected to the Board of Directors to serve a three-year term and (ii) continues to serve as a non-employee member of the Board of Directors following such annual meeting is granted the Target RSUs (each, an “Annual Grant”). Our Non-Employee Director Compensation Policy was previously structured to provide equity compensation every three years, rather than annually. In February 2022, we shifted to a more typical annual grant program, but we phased-in the shift to Annual Grants gradually for certain of our non-employee directors who held outstanding equity awards that were previously granted and structured to provide compensation over a three-year period, to generally correspond to the time when such director’s current outstanding equity awards were expected to be fully vested. Accordingly, we began granting the new Annual Grants to our Eligible Directors as follows: at our 2022 annual meeting of stockholders to our Class III Eligible Directors; at our 2023 annual meeting of stockholders to our Class I Eligible Directors (and our Class II Eligible Directors who hold Pre-IPO Grants, as described below) and finally at the Annual Meeting to our remaining Class II Eligible Directors. Any Eligible Directors who joined our Board of Directors following the February 2022 amendments to our Non-Employee Director Compensation Policy receive the Annual Grant beginning with the first annual meeting on or following the date they become Eligible Directors. The Annual Grant vests in full on the one-year anniversary of the grant date (or, if sooner, the day immediately preceding the next annual meeting that occurs following the grant date), subject to the Eligible Director’s continuous service (as defined in the 2019 Plan) through each such applicable vesting date. In addition, to adjust to the above annual grant schedule, each Class II Eligible Director who held an unvested equity award as of the original May 2019 effective date of the Non-Employee Director Compensation Policy that remained partially unvested as of February 23, 2022 (a “Pre-IPO Grant”) received, on the date immediately following the date such Pre-IPO Grant became fully vested, a Target RSU (the “Interim Grant”), pro-rated by the percentage (not to exceed 100%) obtained by dividing the total number of expected calendar days remaining until the first annual meeting following the grant date of the Interim Grant by 365. The Interim Grant became fully vested as of the day immediately preceding the next annual meeting date. All RSUs granted pursuant to the Non-Employee Director Compensation Policy will accelerate and vest in full upon (i) the Eligible Director’s death or disability (as defined in the 2019 Plan) or (ii) a change in control (as defined in the 2019 Plan), subject to the Eligible Director’s continuous service through such date. The number of shares underlying each RSU granted under the Non-Employee Director Compensation Policy is determined by dividing the applicable grant value for such RSU (as pro-rated if applicable) by a 60-trading day trailing average closing stock price of our Class A common stock. The Compensation Committee uses the 60- trading day trailing average closing price, rather than a single day stock price on the date of grant, in order to provide a more stabilized stock value less susceptible to possible swings in the market. The Compensation Committee understands that this process can result in the ultimate grant date value of an award as required to be reported in the Director Compensation Table under ASC 718 being higher or lower than the Target RSU value, but has considered, in consultation with Aon, various approaches to granting equity awards, each of which have advantages and disadvantages, and determined that the process described above is the most appropriate for Zoom at this time. Non-Employee Director Compensation for Fiscal Year 2024 The following table provides information regarding the total compensation that was earned by each of our non-employee directors in our fiscal year ended January 31, 2024.

  7. Non-Employee Director Compensation

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Jonathan Chadwick(2) | 72,500 | - | 72,500 | | Peter Gassner(3) | 45,000 | 285,985 | 330,985 | | Cindy Hoots(4) | 77,500 | 285,985 | 363,485 | | William R. McDermott(5) | 55,000 | 285,985 | 340,985 | | Lieut. Gen. H.R. McMaster(6) | 60,000 | 285,985 | 345,985 | | Janet Napolitano(7) | 55,000 | 285,985 | 340,985 | | Dan Scheinman(8) | 97,500 | 285,985 | 383,485 | | Santiago Subotovsky(9) | 65,000 | 285,985 | 350,985 |

  8. Non-Employee Director Compensation

    _______________ (1)Amounts reported represent the aggregate grant date fair value of RSUs granted to our directors during the fiscal year ended January 31, 2024 under our 2019 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock awards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. This amount does not reflect the actual economic value that may be realized by the non-employee director. Each of the RSUs reflected in the table above represent the Annual Grant granted to each relevant director on the date of our 2023 annual meeting of stockholders pursuant to our Non-Employee Director Compensation Policy. (2)As of January 31, 2024, Mr. Chadwick held RSUs for 380 shares of our Class A common stock, all of which remained unvested. (3)As of January 31, 2024, Mr. Gassner held RSUs for 4,089 shares of our Class A common stock, all of which remained unvested. (4)As of January 31, 2024, Ms. Hoots held RSUs for 4,089 shares of our Class A common stock, all of which remained unvested. (5)As of January 31, 2024, Mr. McDermott held RSUs for 4,089 shares of our Class A common stock, all of which remained unvested. (6)As of January 31, 2024, Gen. McMaster held RSUs for 4,089 shares of our Class A common stock, all of which remained unvested. (7)As of January 31, 2024, Ms. Napolitano held RSUs for 4,089 shares of our Class A common stock, all of which remained unvested. (8)As of January 31, 2024, Mr. Scheinman held RSUs for 4,089 shares of our Class A common stock, all of which remained unvested. As of January 31, 2024, Mr. Scheinman held unexercised stock options for 100,000 shares of our Class B common stock, all of which were fully vested. (9)As of January 31, 2024, Mr. Subotovsky held RSUs for 4,089 shares of our Class A common stock, all of which remained unvested. Mr. Yuan, our Chief Executive Officer, is also a director but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for additional information about the compensation paid to Mr. Yuan.

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of nine members. In accordance with our amended and restated certificate of incorporation, our Board of Directors is divided into three staggered classes of directors. At the Annual Meeting, three Class II directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our Company.

  10. Summary of Fiscal 2024 Executive Compensation Program

    Summary of Fiscal 2024 Executive Compensation Program Our Compensation Committee closely considers our performance, business strategy and our transformation as a Company in making executive compensation decisions. The Compensation Committee develops compensation programs that it thinks are the most appropriate to drive results for our Company and our stockholders, and to ensure that our pay program aligns compensation with stockholder interests and our Company performance over the long-term. During the five years since we first became a public company, our business has transformed significantly, and our compensation programs have also continued to evolve and transform to be appropriate for a company of our size and stage of business. As such, our compensation has varied and our practices may differ from the typical practices of public companies that have been operating for longer periods of time in a less volatile and dynamic environment. Based on our operational and financial performance, and in light of the other factors described in this Compensation Discussion and Analysis, the Compensation Committee made the following named executive officer compensation decisions for fiscal 2024: –Base Salary: For fiscal 2024, in connection with our Restructuring Plan, we temporarily reduced our CEO’s base salary by 98% to $10,000, and we also reduced the base salaries of our other NEOs by 20%. –Annual Performance Incentive: We did not increase target incentive award opportunities, which continued to represent 8% of base salary for each named executive officer. We structured our fiscal 2024 performance incentive program to be based on two rigorous financial performance goals that drive our business: revenue and non-GAAP income from operations. We paid cash incentives to our NEOs under such plan based solely on achievement against such financial metrics, resulting in a payout at 90.1% of target for fiscal 2024. –Equity Awards: We granted annual RSU bonus awards and supplemental awards under our temporary company-wide supplemental grant program. –Total Compensation: Total compensation reported for our CEO for fiscal 2024 is approximately 63% lower compared to fiscal 2023 and total compensation reported for each of our other NEOs for fiscal 2024 is substantially lower compared to fiscal 2023, based on total compensation as reported in the Summary Compensation Table. This reduction in total compensation is primarily attributable to the fact that we did not grant new four-year “refresh” equity awards to our NEOs in fiscal 2024 and cash compensation was reduced in connection with our Restructuring Plan. 1 See Appendix A to this proxy statement for information regarding our use of non-GAAP income from operations, including a reconciliation to its most directly comparable GAAP financial measure.

  11. Early Fiscal 2025 Executive Compensation Changes

    Early Fiscal 2025 Executive Compensation Changes We introduced performance-vesting equity awards into the equity compensation program for our employees, including our NEOs, for the fiscal year ending January 31, 2025. Specifically, in April 2024, we granted 100% of the annual RSU bonus awards for our NEOs in the form of performance-vesting RSUs that vest upon achievement of two key financial measures that drive our business.

  12. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | ü Emphasize long-term equity incentives ü Tie performance cash incentive opportunities to defined business objectives and include a reasonable cap ü Provide transparent disclosure of performance incentive targets and payout structure ü Assess risks of our compensation program ü Maintain a Compensation Committee comprised entirely of independent directors ü Retain an independent compensation advisor ü Maintain clawback policies | û No guaranteed “single-trigger” change in control payments û No tax reimbursements or tax gross-ups on severance or change in control payments û No special executive welfare or health benefits, or special executive retirement plans û No guaranteed salary increases or bonuses û No hedging or pledging of our stock |

  13. Advisory Vote on Executive Compensation

    | What we heard | How we responded | | Stockholders generally expressed a desire to better understand our equity compensation program, including the magnitude of compensation awarded to our CEO in fiscal 2023. | We continue to evolve our equity compensation program. In this proxy statement, we have included expanded disclosure regarding our equity compensation program and how we believe it, along with our cash incentive program, aligns pay with company performance. The magnitude of our CEO's compensation for fiscal 2023 was primarily driven by the 4-year refresh award granted in fiscal 2023. Our CEO's equity compensation for fiscal 2024 is approximately 63% lower than for fiscal 2023 (based on the value reported in our Summary Compensation Table) and consists primarily of the one-time supplemental grant made under our Company-wide temporary supplemental grant program. Our CEO’s cash compensation for fiscal 2024 falls below the 25th percentile of peer company data. | | Stockholders expressed concerns regarding our supplemental grant program and our four-year “refresh” grants. | We have sunsetted our supplemental grant program. No equity awards granted after fiscal 2023 are eligible for supplemental grants and none of our employees (or NEOs) will receive supplemental grants after January 2024. We did not grant any four-year “refresh” grants to NEOs in fiscal 2024. The Compensation Committee will continue to evaluate our equity compensation program, including our “refresh” grants. | | Stockholders requested that we consider granting performance-vesting equity awards. | For fiscal 2025, we introduced performance-vesting RSUs to replace our annual RSU bonus awards. Performance-vesting RSUs are only eligible to vest (with a cap of 100% of target) based upon achievement of two rigorous financial performance metrics. |

  14. Elements of Executive Compensation

    Elements of Executive Compensation Our executive compensation program aims to take a holistic approach to compensation and generally consists of, and is intended to strike a balance among, the following three principal components: base salary, performance-based incentive compensation, and equity incentive compensation. We also provide our executive officers with severance and change-in-control related payments and benefits, as well as benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in various employee health and welfare benefit plans. The following chart summarizes the three main elements of our executive compensation, their objectives, and key features.

  15. Elements of Executive Compensation

    | Element | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Fixed compensation that is periodically reviewed and adjusted if and when appropriate. | | Performance Incentive (at-risk cash) | Motivates and rewards for attaining performance goals that are key drivers of our annual operating plan. | Incentive opportunities are dependent upon specific performance goals (which may be corporate performance goals and/or individual performance goals or sales goals in the case of executives subject to our sales compensation plan). Each goal has a defined threshold level necessary for any payout and a reasonable cap on payout. Actual incentive amounts earned are determined after the end of the performance period, taking into account the extent to which the performance goals have been achieved (and any relative weightings of such goals). | | Equity Incentive (at-risk equity) | Motivates and rewards for Company performance by aligning executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long term. | Since our initial public offering, equity incentives have been provided in the form of RSUs. Equity incentives may be granted as and when we determine appropriate for new hires, promotions, refresh, or other special circumstances, such as to encourage retention or as a reward for significant achievement. Although we have not historically granted equity incentives on a regular annual cadence, we introduced annual RSU bonus awards in fiscal 2023 for retention purposes and continued such awards in fiscal 2024. For fiscal 2025, we introduced performance-vesting RSUs to replace the annual time-vesting RSU bonus awards. |

  16. Elements of Executive Compensation

    We focus on providing a competitive compensation package to each of our executive officers that provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. We do not have formal policies for allocating compensation among salary, performance incentive awards and equity grants, short-term and long-term compensation, or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, the Compensation Committee typically structures a significant portion of our named executive officers’ compensation package to be comprised of long-term equity awards in order to align the executive officers’ incentives with the interests of our stockholders and focus our executives on achieving key corporate goals that drive our business.

  17. Role of Our Compensation Committee, Management, and the Board

    Role of Our Compensation Committee, Management, and the Board The Compensation Committee is appointed by the Board of Directors to assist with the Board’s oversight responsibilities with respect to the Company’s compensation and benefit plans, policies and programs, administration of Company equity plans and its responsibilities related to the compensation of the Company’s executive officers, directors, and senior management, as appropriate. The Compensation Committee is primarily responsible for establishing and reviewing our general compensation strategy. The Compensation Committee meets periodically throughout the year to, among other things, manage and evaluate our executive compensation program and generally determines on an annual basis the principal components of compensation (base salary, performance incentive, and equity awards) for our executive officers which may be subject to final approval by our Board of Directors. However, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. Historically, the Compensation Committee has granted equity awards to executive officers when it determines appropriate, which typically includes when an executive officer is hired or promoted, when such grants are substantially vested, and at other times the Compensation Committee determines appropriate for retention or other purposes. Although we have not historically granted annual equity awards, beginning in March 2022, we incorporated annual RSU bonus awards for our employees in good standing, including our executive officers. The Compensation Committee typically grants equity awards on regularly scheduled dates that occur twice a quarter. The Compensation Committee will continue to evaluate its equity grant policies as we continue to evolve and grow as a public company. In addition to its independent compensation consultant, as described below under “Role of Compensation Consultant,” our Compensation Committee works with and receives information and analyses from management, including within our legal, finance, and human resources departments, and our Chief Executive Officer, and considers such information and analyses along with the information from its independent compensation consultant, in determining the structure and amount of compensation to be paid to our executive officers, including our named executive officers. Other than with respect to his own compensation, our Chief Executive Officer evaluates and provides to the Compensation Committee executive officer performance assessments and his recommendations and proposals regarding executive officer compensation programs and decisions affecting base salaries, performance incentives, equity compensation, and other compensation-related matters outside of the presence of any other named executive officers. Members of management, including our Chief Executive Officer, may attend portions of our Compensation Committee’s meetings. However, our Compensation Committee retains the final authority to make all compensation decisions. While the Chief Executive Officer discusses his recommendations with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. From time to time, various other members of management and other employees, as well as outside advisors or consultants, may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice, or otherwise participate in Compensation Committee or Board of Directors meetings.

  18. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee continued to retain Aon as its independent compensation consultant during fiscal 2024, due to its extensive analytical and compensation expertise relating to technology companies. In this capacity, Aon advised the Compensation Committee on compensation matters related to the executive and director compensation structure. In fiscal 2024, Aon assisted with, among other things: •conducting an executive market pay analysis; •developing a group of peer companies to use as a reference in making executive compensation decisions; •evaluating current executive pay practices and considering alternative compensation programs; •reviewing our director compensation policies and practices; and •assisting in the development of this Compensation Disclosure and Analysis. The Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Aon makes recommendations to the Compensation Committee but has no authority to make compensation decisions on behalf of the Compensation Committee or Zoom. Aon reported to the Compensation Committee and had direct access to the chairperson and the other members of the Compensation Committee. Beyond data and advice related to executive and director compensation matters, Aon did not provide other services to us in fiscal 2024. The Compensation Committee has analyzed whether the work of Aon as the compensation consultant raised any conflict of interest, considering relevant factors in accordance with SEC guidelines. Based on its analysis, the Compensation Committee determined that the work of Aon and the individual compensation advisors has not created any conflict of interest.

  19. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the Compensation Committee works annually with Aon to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. The Compensation Committee believes that the peer and market data provided by Aon, along with other factors, is an important reference point when setting compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success.

  20. Fiscal 2024 Peer Group

    Fiscal 2024 Peer Group In August 2022, with recommendations from Aon, the Compensation Committee identified a group of companies that would be appropriate peers for fiscal 2024 compensation decisions, based on the following criteria: •Industry: software and technology companies •Market Capitalization: 0.3x to 3x of our market value •Revenues: 0.5x to 3x of our revenues The peer group of companies that the Compensation Committee referenced for the purpose of informing fiscal 2024 executive compensation decisions is listed below. At the time of review in August 2022, our trailing 12-month revenue was approximately $4.2 billion (falling near the 73rd percentile of the peers) and our 30-day average market capitalization was approximately $32 billion (falling near the 55th percentile of the peers).

  21. Performance Cash Incentive

    Performance Cash Incentive Our Officer Incentive Plan (the “Officer Incentive Plan”) applies to certain key executives, including each of our named executive officers. The Officer Incentive Plan provides for the opportunity to earn cash incentive payments based upon the attainment of certain corporate, financial, or operational measures or objectives appropriate for the fiscal year. Each participant has a target annual performance incentive opportunity that corresponds to achievement of 100% of the corporate performance goals. The corporate performance goals and incentive formulas are adopted annually by the Compensation Committee and communicated to each executive participant. If the corporate performance goals are met, the Compensation Committee will determine if incentive payments are made as soon as practicable thereafter.

  22. Fiscal 2024 Performance Goals and Achievement

    Fiscal 2024 Performance Goals and Achievement The Compensation Committee established revenue and non-GAAP income from operations as the corporate performance goals applicable to the fiscal 2024 plan year. The Compensation Committee chose these metrics because they align with our primary objectives to drive revenue growth and operating performance and leverage. Non-GAAP income from operations is an important indicator of our ability to effectively manage operating expenses given our revenue growth. We believe non-GAAP income from operations, as a supplement to GAAP financial measures, is useful to investors in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance and allows for greater transparency with respect to metrics used by our management in its financial and operational decision-making. The Compensation Committee set the targets for revenue and non-GAAP income from operations at levels higher than actual revenue and non-GAAP income from operations results for fiscal 2023. Each of the annual corporate performance goals, their relative weightings and payout methodology are summarized in the chart below. The incentive payout each participant could receive under the Officer Incentive Plan was capped at 200% of such participant’s target incentive.

  23. Fiscal 2024 Performance Goals and Achievement

    | Corporate Performance Goal | Payout Formula(2) | Weight | Actual Achievement | Payout Percentage | Weighted Payout Percentage | | Revenue | •Less than threshold achievement ($4,336.5 million): no payout •Target achievement ($4,564.7 million): 100% payout funding •Maximum achievement ($5,021.2 million): 200% payout funding | 80% | $4,527.2 million | 83.6% | 66.9% | | Non-GAAP Income from Operations(1) | •Less than threshold achievement ($1,184.6 million): no payout •Target achievement ($1,692.3 million): 100% payout funding •Maximum achievement ($2,200.0 million or above): 200% payout funding | 20% | $1,774.9 million | 116.3% | 23.3% | | Total | | | | | 90.1% |

  24. Fiscal 2024 Performance Goals and Achievement

    (1) Non-GAAP Income from Operations is a non-GAAP financial measure, which represents the GAAP income (loss) from operations excluding stock-based compensation expense and related payroll taxes, acquisition-related expenses, restructuring expenses, and litigation settlements, net. We exclude stock-based compensation expense because it is non-cash in nature and excluding this expense provides meaningful supplemental information regarding our operational performance and allows investors the ability to make more meaningful comparisons between our operating results and those of other companies. We exclude the amount of employer payroll taxes related to employee stock plans, which is a cash expense, in order for investors to see the full effect that excluding stock-based compensation expense had on our operating results. In particular, this expense is dependent on the price of our common stock and other factors that are beyond our control and do not correlate to the operation of the business. We view acquisition-related expenses when applicable, such as amortization of acquired intangible assets, transaction costs, and acquisition-related retention payments that are directly related to business combinations, as events that are not necessarily reflective of operational performance during a period. Restructuring expenses are expenses associated with a formal restructuring plan and may include employee notice period costs, severance payments, and other related expenses. We exclude these restructuring expenses because they are distinct from ongoing operational costs and we do not believe they are reflective of current and expected future business performance and operating results. We exclude significant litigation settlements, net of amounts covered by insurance, that we deem not to be in the ordinary course of our business. In particular, we believe the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses and assist in the comparison with the results of other companies in the industry. (2) Payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 20% payout funding would occur for each 1% (6% in the case of non-GAAP Income from Operations) of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 20% payout funding for each 2% (6% in the case of non-GAAP Income from Operations) of achievement above target, in each case with linear interpolation between such levels. The Compensation Committee assessed the corporate performance goal achievement following the end of fiscal 2024 and approved payouts under the Officer Incentive Plan based solely on our performance relative to the corporate performance goals and our payout methodology described above. Accordingly, each of our NEOs received the following aggregate cash incentive bonus payments under the Officer Incentive Plan for fiscal 2024. Incentive payouts were calculated based on the fiscal 2024 base salary rates that had been temporarily reduced for fiscal 2024.

  25. Fiscal 2024 Performance Goals and Achievement

    | Executive | Incentive Amount Paid ($) | Percentage of Target Incentive (%) | | Eric S. Yuan | $721 | 90.1% | | Kelly Steckelberg | $25,949 | 90.1% | | Aparna Bawa | $25,949 | 90.1% | | Velchamy Sankarlingam | $25,949 | 90.1% |

  26. Equity Awards

    Equity Awards Form of Awards. Since our initial public offering, we have granted equity compensation to our executive officers primarily in the form of RSU awards. The Compensation Committee regularly reviews market trends regarding equity compensation structures in connection with making executive compensation decisions. For fiscal 2024, the Compensation Committee determined that RSUs continued to be the most appropriate incentive structure for our executive officers at this time to deliver meaningful incentives that align our named executive officers’ interests with those of our stockholders by providing a return directly in line with our stock price. RSU awards encourage retention through vesting over the recipient’s continued employment with us, cover fewer shares than stock options, minimize dilution to stockholders, are straightforward and understandable to our employees, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. Beginning in fiscal 2025, we introduced performance-vesting RSUs into our executive compensation program. We generally grant equity awards on fixed dates determined in advance, although there may be occasions when grants are made on other dates, such as new hires or other special circumstances. The timing of equity award grants to our executive officers is not coordinated in a manner that intentionally benefits our executive officers. Targeted Grant Value and Resulting Shares. The Compensation Committee typically approves a target dollar-denominated grant value for each equity award, which is then translated into the number of RSUs that are granted. We generally determine the number of RSUs underlying each grant by dividing the RSU target grant value by our average closing price over the 30-trading day period ending 14 days prior to the grant date. The Compensation Committee generally uses a historical average closing market price to determine the number of shares subject to each equity award, rather than a single day stock price on the date of grant, in order to provide a more stabilized stock value less susceptible to possible swings in the market. The Compensation Committee understands that using a historical average stock price can result in the ultimate grant date value of an award as required to be reported in the Summary Compensation Table and the Grants of Plan-Based Awards table under ASC 718 being higher or lower than the target grant value but has considered this, in consultation with Aon, and determined that the process described above is the most appropriate as a general practice for us at this time. Equity Grant Programs. We generally grant equity awards to our named executive officers under the same programs and methodology that apply to all employees across our organization, which we believe builds trust, transparency, and teamwork. Our equity programs have evolved over the years since we became a public company in 2019, and our Compensation Committee continues to evaluate the most appropriate compensation programs to attract and retain employees and motivate and reward them for our long-term performance. Four-Year Refresh Awards. Historically, our general approach to equity compensation has been to make grants when existing equity (whether new hire or refresh awards) is substantially or fully vested, or otherwise not providing sufficient retention and incentive for our employees. Accordingly, we have typically granted equity awards upon an executive officer's commencement of employment or promotion that vest over a four-year period, followed by four-year “refresh” grants when these awards are substantially vested. The value of our four-year equity awards generally appears higher than grant values of other companies, when viewed on a single year basis. As such, these awards should generally be viewed in the context of compensation over a four-year period. We did not grant any four-year refresh awards to our NEOs in fiscal 2024. Annual RSU Bonus Awards. Beginning in fiscal 2023, we granted annual RSU bonus awards to our employees in good standing, including our named executive officers. Annual RSU bonus awards are intended to supplement our annual cash incentive program, generally vest over a one-year period, and therefore are sized significantly smaller than four-year refresh grants. Our annual incentive target cash opportunity of 8% of base salary is low compared to the annual incentive compensation offered by companies with which we compete. Rather than increasing cash-based compensation, the Compensation Committee determined RSUs were more appropriate as a retention tool and in line with our philosophy of emphasizing equity ownership and aligning our executives’ interests with those of our stockholders. The annual RSU bonus awards granted to each of our NEOs reflect amounts that, when combined with the annual target 8% cash incentive opportunity, make our NEOs’ annual cash compensation more competitive with those offered by our peer companies. To promote fairness and teamwork, our Compensation Committee structured the size of awards to be consistent for employees at similar levels. Accordingly, as CEO, Mr. Yuan received the largest award and each of our other NEOs received a smaller, equal-size award in fiscal 2024. All NEO awards reflected the same target grant values as those approved in fiscal 2023. The fiscal 2024 annual RSU bonus awards granted to each of our NEOs in April 2023 are set forth in the following table.

  27. Equity Awards

    | Executive | Annual RSU Bonus Award Target Grant Value ($) | | Eric S. Yuan | $1,000,000 | | Kelly Steckelberg | $750,000 | | Aparna Bawa | $750,000 | | Velchamy Sankarlingam | $750,000 |

  28. Equity Awards

    Supplemental Award Program (Temporary). Our supplemental award program was a temporary program that applied to all employees in good standing (including our NEOs) who were granted equity awards at times when our stock price was at extraordinarily high levels. Fiscal 2021 and the first half of fiscal 2022 were unprecedented times for Zoom as the COVID-19 pandemic unfolded, our ability to rapidly respond and execute drove strong financial results, and our stock price increased over 600% from pre-pandemic levels. In the following periods, our stock price has declined in connection with the COVID-19 pandemic recovery and changes in macroeconomic conditions that have caused volatility and uncertainty in our business and the broader market. Because of these factors, the Compensation Committee determined that RSUs granted during the three-year period measured February 2020 through January 2023 (the “Supplemental Timeframe”) had not delivered the retention value that we intended. Accordingly, beginning in October 2021 and continuing through January 2024, the Compensation Committee (or its authorized delegate, with respect to grants to certain non-executive officers) approved supplemental RSU awards to employees holding awards that were granted during the Supplemental Timeframe. Eligibility for a supplemental grant and the size of the supplemental grants was determined based on a uniform formulaic approach for all employees, including our NEOs. Generally, eligibility for a supplemental grant was reviewed annually for each eligible award and the size of the supplemental grant was based on the difference between the intended value of the eligible award as of the time of grant and our subsequent stock price around the time of the supplemental grant. Accordingly, our Compensation Committee approved supplemental grants for our NEOs on the same terms and formula that applied to all of our employees. We sunsetted our supplemental grant program, and no further supplemental grants will be made under this program after January 2024. The following table and accompanying footnotes set forth information regarding supplemental awards granted to each of our NEOs in fiscal 2024, including the original award to which the supplemental award relates. To determine the number of RSUs for these fiscal 2024 supplemental grants, we divided the target grant value by either a historical trading price average or, in some cases, the closing price around the one year anniversary of the applicable eligible award to which the supplemental grant related, which the Compensation Committee determined was most appropriate from a retention standpoint.

  29. Equity Awards

    | Executive | Supplemental Award Target Grant Value ($) | | Eric S. Yuan | $23,777,191(1) | | Kelly Steckelberg | $11,537,825(1) | | Aparna Bawa | $7,430,368(1) | | | $2,464,828(2) | | Velchamy Sankarlingam | $6,585,995(3) | | | $2,328,540(4) |

  30. Equity Awards

    (1) Granted in July 2023, relates to 4-year refresh award granted in July 2022 when our stock price was $120 per share; vests over a three-year period. (2) Granted in April 2023, relates to promotion award granted in September 2020 when our stock price was $370 per share; vests over a one-year period. (3) Granted in April 2023, relates to new hire award granted in July 2020 when our stock price was $266 per share; vests over a one-year period. (4) Granted in September 2023, relates to retention award granted in September 2022 when our stock price was $83 per share; vests over a three-year period.

  31. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Each of our named executive officers is eligible for severance benefits upon certain types of involuntary termination events, including involuntary terminations in connection with a change in control of our Company. The Compensation Committee believes severance benefits are important from a retention perspective to provide some level of protection to our executive officers who might be terminated involuntarily, including in connection with a change in control and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Further, the Compensation Committee believes this structure serves to mitigate the distraction and loss of key executive officers that may occur in connection with potential or actual change in control. Such payments protect the interests of our stockholders by enhancing executive focus, including during potential change in control activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions to do so with independence and objectivity. We do not have any agreements with our named executive officers guaranteeing any tax gross-up payments on severance or change in control benefits. We maintain a Severance and Change in Control Plan (the “Severance Plan”) that provides severance protection to certain Company employees, including each of our named executive officers. The Severance Plan provides for “double trigger” benefits upon involuntary terminations that occur in connection with a change in control and limited equity acceleration benefits upon an involuntary termination that occurs outside of the change-in-control context. A more detailed description of the Severance Plan and each of our named executive officer’s potential payments and benefits upon a termination or change in control is provided below under “Potential Payments upon Termination or Change in Control.”

  32. Pension Benefits

    Pension Benefits Other than with respect to our 401(k) plan, our U.S. employees, including our named executive officers, do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

  33. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation During fiscal 2024, our U.S. employees, including our named executive officers, did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

  34. Clawback Policies

    Clawback Policies We voluntarily adopted an incentive compensation recoupment (the “Recoupment Policy”) that became effective in connection with our initial public offering in 2019, ahead of final guidance by the SEC regarding the clawback rules required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “SEC Clawback Rules”). Under the Recoupment Policy, if an officer’s misconduct contributes to our having to prepare an accounting restatement to correct an error material to our previously issued financial statements, we may seek to recover incentive compensation (which may include cash bonus or incentive compensation, certain outstanding equity awards or severance or change in control compensation) that was granted, vested or paid during the 12 month period preceding the restatement obligation as noted above. Our Board of Directors has the authority and discretion to determine whether an event covered by the Recoupment Policy has occurred and, depending on the facts and circumstances, may (but need not) require full or partial forfeiture and/or prepayment of the incentive compensation described above. In November 2023, we adopted a clawback policy (the “Clawback Policy”) that complies with the new listing standards adopted by Nasdaq that implement the SEC Clawback Rules and applies to our executive officers (as defined in applicable SEC Clawback Rules). The Clawback Policy requires the Company to recover from covered executive officers the amount of erroneously awarded compensation resulting from an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The Clawback Policy applies to incentive compensation that is received by a covered officer on or after October 2, 2023, as further described in the Clawback Policy, which is filed as an exhibit to our Annual Report on Form 10-K. In addition to the above, as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

  35. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended January 31, 2024, 2023, and 2022.

  36. Summary Compensation Table for Fiscal Year 2024

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Eric S. Yuan, President and Chief Executive Officer | 2024 | 10,039 | 26,246,026 | 721 | 1,825,347(3) | 28,082,133 | | | 2023 | 402,962 | 74,311,158 | — | 1,245,563 | 75,959,683 | | | 2022 | 301,731 | — | 13,224 | 800,134 | 1,115,089 | | Kelly Steckelberg, Chief Financial Officer | 2024 | 361,385 | 12,999,347 | 25,949 | 5,858(4) | 13,392,538 | | | 2023 | 426,196 | 36,322,225 | — | — | 36,748,421 | | | 2022 | 377,164 | — | 16,530 | — | 393,694 | | Aparna Bawa, Chief Operating Officer and Interim Chief Legal Officer | 2024 | 361,385 | 11,102,206 | 25,949 | 7,903(4) | 11,497,442 | | | 2023 | 426,923 | 27,611,195 | — | — | 28,038,118 | | | 2022 | 402,308 | — | 17,632 | — | 419,940 | | Velchamy Sankarlingam, President of Product and Engineering | 2024 | 361,385 | 9,699,411 | 25,949 | 6,046(4) | 10,092,791 | | | 2023 | 451,731 | 13,760,601 | — | — | 14,212,332 | | | 2022 | 301,731 | — | 13,224 | — | 314,955 |

  37. Summary Compensation Table for Fiscal Year 2024

    ______________ (1)The amounts reported in this column represent the aggregate grant date fair value of stock awards granted in each respective fiscal year as determined in accordance with FASB ASC Topic 718. These amounts may not actually reflect to the actual value that will be realized by our NEOs. The assumptions used to calculate the value of stock awards are set forth under Note 9 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. (2)The amounts disclosed represent the applicable named executive officer’s total performance incentive bonus earned for each respective fiscal year. (3)Represents $1,824,136 paid by us for ground transportation, personal and residential security services for Mr. Yuan, as well as $1,211 in 401(k) match contributions, as further described above under "Compensation Discussion and Analysis." (4)Represents amounts paid by us in 401(k) match contributions.

  38. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below shows, for the fiscal year ended January 31, 2024, certain information regarding grants of plan-based awards to our named executive officers.

  39. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Eric S. Yuan | Cash | — | 160 | 800 | 1,600 | | | | | RSU | 4/6/2023(4) | | | | 13,851 | 995,194 | | | RSU | 7/11/2023(6) | — | — | — | 362,071 | 25,250,832 | | Kelly Steckelberg | Cash | — | 5,760 | 28,800 | 57,600 | | | | | RSU | 4/6/2023(4) | — | — | — | 10,388 | 746,378 | | | RSU | 7/11/2023(6) | — | — | — | 175,695 | 12,252,969 | | Aparna Bawa | Cash | — | 5,760 | 28,800 | 57,600 | | | | | RSU | 4/6/2023(5) | — | — | — | 34,306 | 2,464,886 | | | RSU | 4/6/2023(4) | — | — | — | 10,388 | 746,378 | | | RSU | 7/11/2023(6) | — | — | — | 113,148 | 7,890,942 | | Velchamy Sankarlingam | Cash | — | 5,760 | 28,800 | 57,600 | | | | | RSU | 4/6/2023(5) | — | — | — | 91,664 | 6,586,058 | | | RSU | 4/6/2023(4) | — | — | — | 10,388 | 746,378 | | | RSU | 9/12/2023(6) | — | — | — | 33,684 | 2,366,975 |

  40. Grants of Plan-Based Awards

    (1)Represents the range of possible payouts to our NEOs for fiscal 2024 under the Officer Incentive Plan as further described above under “Compensation Discussion and Analysis.” (2)Represents RSU awards granted under the 2019 Plan. (3) The grant date fair value of each equity award is computed in accordance with FASB ASC 718. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by each NEO upon the vesting or settlement of the RSUs. (4)Represents an annual RSU bonus award that vests 100% on the one-year anniversary of the grant date, subject to each NEO's continuous service with us through such date. (5)Represents a supplemental RSU award that vests over a one-year period in equal quarterly installments, subject to each NEO's continuous service with us through each such date. (6)Represents a supplemental RSU award that vests over a three-year period in equal quarterly installments, subject to each NEO's continuous service with us through each such date.

  41. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth the outstanding and exercisable and unexercisable stock options and unvested RSU awards held by our named executive officers as of January 31, 2024. The market value for the stock awards was calculated by multiplying the number of shares of our common stock subject to each award by $64.61, which was the closing market price of our common stock on January 31, 2024.

  42. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price Per Share(1) | | Option Expiration Date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | | Eric S. Yuan | 07/08/2022(2) | — | — | — | — | — | — | — | 382,812 | $24,733,483 | | | 04/06/2023(3) | — | — | — | — | — | — | — | 13,851 | $894,913 | | | 07/11/2023(4) | — | — | — | — | — | — | — | 301,726 | $19,494,517 | | Kelly Steckelberg | 09/24/2018 | 100,000 | | — | | $3.77 | | 09/24/2028 | — | — | | | 01/06/2018 | 533,085 | | — | | $1.31 | | 01/06/2028 | — | — | | | 07/08/2022(2) | — | — | — | — | — | — | — | 185,760 | $12,001,954 | | | 04/06/2023(3) | — | — | — | — | — | — | — | 10,388 | $671,169 | | | 07/11/2023(4) | — | — | — | — | — | — | — | 146,413 | $9,459,744 | | Aparna Bawa | 09/04/2020(5) | — | | — | | — | | — | 5,132 | $331,579 | | | 04/08/2022(6) | — | | — | | — | | — | 4,470 | $288,807 | | | 07/08/2022(2) | — | | — | | — | | — | 119,629 | $7,729,230 | | | 04/06/2023(3) | — | | — | | — | | — | 10,388 | $671,169 | | | 04/06/2023(3) | — | | — | | — | | — | 8,577 | $554,160 | | | 07/11/2023(4) | — | | — | | — | | — | 94,290 | $6,092,077 | | Velchamy Sankarlingam | 07/08/2020(5) | — | | — | | — | | — | 12,655 | $817,640 | | | 04/08/2022(6) | — | | — | | — | | — | 8,428 | $544,533 | | | 09/09/2022(2) | — | | — | | — | | — | 46,458 | $3,001,651 | | | 04/06/2023(3) | — | | — | | — | | — | 10,388 | $671,169 | | | 04/06/2023(7) | — | | — | | — | | — | 22,916 | $1,480,603 | | | 09/12/2023(4) | — | | — | | — | | — | 30,877 | $1,994,963 |

  43. Outstanding Equity Awards at 2024 Fiscal Year-End

    _______________ (1)All of the options were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined in good faith by our Board of Directors or Compensation Committee. (2)6.25% of the shares subject to the award will vest in 16 equal quarterly installments after the grant date, subject to the NEO's continuous service with us as of each such vesting date. (3)100% of the shares subject to the award will vest on the one-year anniversary of the grant date, subject to the NEO's continuous service with us as of such vesting date. (4)8.33% of the shares vest subject to the award will vest in 12 equal quarterly installments, subject to the NEO's continuous service with us through each such date. (5)One-fourth of the shares subject to the award will vest on the one-year anniversary of the grant date and the remaining shares subject to the award vest in 12 equal quarterly installments measured thereafter, subject to the NEO’s continuous service with us as of each such vesting date. (6)12.5% of the shares subject to the award will vest in 8 equal quarterly installments after the grant date, subject to the NEO’s continuous service with us as of each such vesting date. (7)25% of the shares subject to the award will vest in 4 equal quarterly installments after the grant date, subject to the NEO's continuous service with us as of each such vesting date.

  44. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows for the fiscal year ended January 31, 2024, certain information regarding option exercises and stock vested during the last fiscal year with respect to our named executive officers:

  45. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Eric S. Yuan | 93,750 | 5,879,962 | 221,890 | 15,033,320 | | Kelly Steckelberg | 171,519 | 11,464,112 | 109,901 | 7,455,064 | | Aparna Bawa | — | — | 123,471 | 8,361,869 | | Velchamy Sankarlingam | — | — | 153,782 | 10,417,766 |

  46. Option Exercises and Stock Vested

    _______________ (1)The value realized on exercise is based on the difference between the closing price of our Class A common stock on the date of exercise and the applicable exercise price of those options, and does not represent actual amounts received by our NEOs as a result of the option exercises. (2)The value realized on vesting is determined by multiplying the number of vested RSUs by the closing price of our Class A common stock on the vesting date. The value realized on vesting does not reflect the actual value received by each NEO because a portion of the shares reflected in the table above were sold to satisfy the NEO’s tax withholding obligations.

  47. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of our named executive officers is eligible for severance benefits pursuant to the terms of our Severance and Change in Control Plan, as further described above under “Employment Severance and Change in Control Benefits.” In addition, each of our named executive officers hold equity awards that are subject to the terms of the equity incentive plan and award agreement thereunder under which such awards were granted. The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the named executive officers serving as of the end of the fiscal year ending January 31, 2024. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on the last business day of our fiscal year ending January 31, 2024 using the closing market price of our Class A common stock on that date. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits.

  48. Potential Payments upon Termination or Change in Control

    | | Involuntary Termination in Connection with a Change in Control(1) | | | | Involuntary Termination not in Connection with a Change in Control | Certain Change in Control Transactions without Termination ($)(5) | Death or Disability of NEO ($)(6) | | Name | Cash Severance ($)(2) | COBRA Premium Reimbursement ($)(3) | Equity Acceleration ($)(4) | Total ($) | Partial Equity Acceleration ($)(4) | Equity Acceleration ($)(4) | Equity Acceleration ($)(4) | | Eric S. Yuan | 5,000 | 6,889 | 45,122,913 | 45,134,802 | 18,586,036 | 45,122,913 | 45,122,913 | | Kelly Steckelberg | 180,000 | 1,779 | 22,132,866 | 22,314,645 | 9,255,835 | 22,132,866 | 22,132,866 | | Aparna Bawa | 180,000 | 5,735 | 15,667,020 | 15,852,755 | 7,374,198 | 15,667,020 | 15,667,020 | | Velchamy Sankarlingam | 180,000 | 5,735 | 8,510,558 | 8,696,293 | 5,330,842 | 8,510,558 | 8,510,558 |

  49. Potential Payments upon Termination or Change in Control

    _______________ (1)An “involuntary termination” means a termination without cause or a resignation for good reason and other than due to death or disability. An involuntary termination that occurs three months prior to, or twelve months following a change in control is considered occurring “in connection with” such change in control for purposes of each of the NEO’s severance benefits listed above. (2)Represents six months of the NEO's annual base salary. (3)Represents six months of potential COBRA premiums, which if elected by executive would be paid on their behalf. (4)The value of equity acceleration is calculated based on the closing price of $64.61 per share of our Class A common stock as of January 31, 2024, multiplied by the number of unvested RSUs subject to acceleration. All of the unvested outstanding equity awards held by our NEOs as of January 31, 2024 were RSUs. (5)These benefits represent full equity acceleration of all awards under the terms of the 2019 Plan if, upon a corporate transaction (as defined in the 2019 Plan), the equity awards will terminate and will not be assumed or continued by the successor or acquirer entity or substituted for a similar award of the successor or acquirer entity and the NEOs do not terminate employment prior to such corporate transaction. For a description of the potential vesting acceleration provisions in the 2019 Plan, see “Equity Plans – 2019 Equity Incentive Plan” below. (6)These benefits represent full equity acceleration of all RSU awards upon death or disability of a NEO, pursuant to the terms of the RSU agreements provided to NEOs under the 2019 Plan.

  50. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC’s regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions. Therefore, our pay ratio disclosure may not be comparable to that reported by other companies, as other companies not only have different employee populations and compensation practices but also may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. To identify the median of the annual total compensation of all our employees, the methodology and the material assumptions, adjustments and estimates that we used were as follows: •We examined the compensation of all of our full-time and part-time employees (other than our CEO) as of November 1, 2023 including individuals employed through a third-party provider. We did not include any independent contractors or contingent workers in our employee population for purposes of this determination. •To identify our median employee, we utilized a consistently applied compensation measure consisting of base salary paid, bonus or commission payments made and the grant date fair value, calculated in accordance with ASC 718, of equity awards granted, in each case during the period from February 1, 2023 through November 1, 2023. We selected this compensation measure as it captures the principal forms of compensation delivered to our employees and this information is readily available with respect to our employees. •We annualized the base salary and commission payments for employees who were employed for less than the full fiscal year and then pro-rated these amounts to reflect the period from February 1, 2023 through November 1, 2023. •For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect as of November 1, 2023. We did not make any cost-of-living adjustments for employees outside of the United States. After applying the methodology described above, we determined the identity of our median employee for fiscal 2024 and then calculated that employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. As set forth in the Summary Compensation Table, our CEO’s annual total compensation for fiscal 2024 was $28,082,133. The median of the annual total compensation of all of our employees (except for our CEO) for fiscal 2024 was $238,500, resulting in a CEO to median employee pay ratio of approximately 118:1.

  51. Item 402(v) Pay Versus Performance

    Item 402(v) Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee view the link between our performance and our named executive officers’ pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section beginning on page 28.

  52. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  53. Required Tabular Disclosure of Pay Versus Performance

    | Fiscal Year | Summary Compensation Table for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for non-PEO NEOs(1)(2) | Average Compensation Actually Paid to non-PEO NEOs(1)(3) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income (6) (in thousands) | Revenue (in millions)(7) | | 2024 | $28,082,133 | $21,165,565 | $11,660,924 | $8,969,101 | $84.68 | $220.03 | $637,462 | $4,527 | | 2023 | $75,959,683 | $43,840,026 | $32,519,158 | $20,324,162 | $98.30 | $142.05 | $103,711 | $4,393 | | 2022 | $1,115,089 | ($26,702,869) | $512,500 | ($19,780,384) | $202.20 | $183.20 | $1,375,639 | $4,100 | | 2021 | $949,748 | $89,602,053 | $10,281,937 | $78,892,651 | $487.64 | $146.11 | $672,316 | $2,651 |

  54. Required Tabular Disclosure of Pay Versus Performance

    (1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year:

  55. Required Tabular Disclosure of Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2024 | Eric S. Yuan | Kelly Steckelberg, Aparna Bawa and Velchamy Sankarlingam | | 2023 | Eric S. Yuan | Kelly Steckelberg, Aparna Bawa, Velchamy Sankarlingam and Greg Tomb | | 2022 | Eric S. Yuan | Kelly Steckelberg, Ryan Azus, Aparna Bawa and Janine Pelosi | | 2021 | Eric S. Yuan | Kelly Steckelberg, Ryan Azus, Aparna Bawa and Velchamy Sankarlingam |

  56. Required Tabular Disclosure of Pay Versus Performance

    (2) Represents the amount of total compensation reported for Mr. Yuan (our PEO) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation table for Fiscal Year 2024.” (3) Represents the amount of CAP for Mr. Yuan and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the NEOs' total compensation for fiscal 2024 as reported in the Summary Compensation Table to determine the CAP:

  57. Required Tabular Disclosure of Pay Versus Performance

    | Fiscal Year (“FY”) | NEOs | Summary Compensation Table Total Compensation | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY* | Add: Fair Value at Applicable FY End of Awards Granted During Applicable FY that Remain Unvested as of Applicable FY End* | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | Add: Vesting Date Fair Value of Awards Granted During Prior FY that Vested During Applicable FY* | Add: Change in Fair Value as of Vesting Date of Awards Granted in Prior FYs for which Applicable Vesting Conditions Were Satisfied During Applicable FY | CAP | | 2024 | PEO | $28,082,133 | $26,246,026 | $20,389,430 | $(3,977,417) | $4,039,194 | $(1,121,749) | $21,165,565 | | | Average Non-PEO NEOs | $11,660,924 | $11,266,988 | $7,198,351 | $(1,324,836) | $3,237,103 | $(535,453) | $8,969,101 |

  58. Required Tabular Disclosure of Pay Versus Performance

    *The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (4) Total shareholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 on January 31, 2020. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. (5) Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. As permitted by SEC rules, the peer group used for this purpose is the group of companies included in the NASDAQ Computer Index, which is the industry peer group used in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended January 31, 2024. The separate peer group used by the Compensation Committee as a reference point in determining compensation arrangements with our executive officers is described on page 34. (6) Net income attributable to Zoom as reported in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. (7) As required by Item 402(v) of Regulation S-K, we have determined that Revenue is the Company-Selected Measure. Revenue is one component of our annual performance bonus program in which named executive officers our NEOs participate and is further described in the “Compensation Discussion and Analysis” section above. We may determine a different financial performance measure to be the most important financial performance measure in future years. Our stock price may have a more prominent impact on our CAP year-over-year than Revenue. As further described in CD&A, our executive compensation program is heavily weighted towards equity-based compensation which vests over time based on our executive officers’ continued service and delivers value directly aligned with our stock price.