DEF 14A of Zscaler, Inc., Nov 23, 2022

DEF 14A of Zscaler, Inc.

Filed Nov 23, 2022 · FY20220001713683-22-000115

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | Director Nominees | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Andrew Brown | II | 59 | Director | 2015 | 2022 | 2025 | | Scott Darling | II | 66 | Director | 2016 | 2022 | 2025 | | David Schneider | II | 54 | Director | 2019 | 2022 | 2025 | | Continuing Directors | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Karen Blasing | I | 66 | Director | 2017 | 2024 | — | | Charles Giancarlo | I | 64 | Director | 2016 | 2024 | — | | Eileen Naughton | I | 65 | Director | 2021 | 2024 | — | | Jay Chaudhry | III | 64 | Chief Executive Officer and Chairman of the Board | 2007 | 2023 | — | | Amit Sinha, Ph.D. | III | 46 | Director and Former President of Zscaler | 2017 | 2023 | — |

  3. AVAILABILITY OF BYLAWS

    AVAILABILITY OF BYLAWS A copy of our bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our Secretary at our principal executive office for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

  4. AVAILABILITY OF BYLAWS

    | | 2022 Proxy Statement | 11 |

  5. AVAILABILITY OF BYLAWS

    Board of Directors and Corporate Governance Our business affairs are managed under the direction of our board of directors, which is currently comprised of eight members. Six of our eight directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Upon the recommendation of our nominating and corporate governance committee, we are nominating Andrew Brown, Scott Darling, and David Schneider as Class II directors at the Annual Meeting. If elected, Messrs. Brown, Darling, and Schneider will each hold office for a three-year term until the 2025 annual meeting of stockholders or until their successors are elected and qualified. The following table sets forth the names, ages as of November 1, 2022 and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing directors:

  6. AVAILABILITY OF BYLAWS

    | Director Nominees | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Andrew Brown(1)(2) | II | 59 | Director | 2015 | 2022 | 2025 | | Scott Darling(1)(3) | II | 66 | Director | 2016 | 2022 | 2025 | | David Schneider(3) | II | 54 | Director | 2019 | 2022 | 2025 | | Continuing Directors | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Karen Blasing(1)(2) | I | 66 | Director | 2017 | 2024 | — | | Charles Giancarlo(2)(3) | I | 64 | Director | 2016 | 2024 | — | | Eileen Naughton(2) | I | 65 | Director | 2021 | 2024 | — | | Jay Chaudhry | III | 64 | Chief Executive Officer and Chairman of the Board | 2007 | 2023 | — | | Amit Sinha, Ph.D. | III | 46 | Director and Former President of Zscaler | 2017 | 2023 | — |

  7. AVAILABILITY OF BYLAWS

    (1)Member of our audit committee (2)Member of our compensation committee (3)Member of our nominating and corporate governance committee

  8. AVAILABILITY OF BYLAWS

    | 12 | 2022 Proxy Statement | |

  9. AVAILABILITY OF BYLAWS

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | l |

  10. Class II Director Nominees

    Class II Director Nominees

  11. Class II Director Nominees

    | Andrew Brown Age | 59 Director Since | 2015 | Andrew Brown has served as chief executive officer of Sand Hill East LLC, a strategic management, investment and marketing services firm, since February 2014. Since 2006, he has also been the chief executive officer and co-owner of Biz Tectonics LLC, a privately held consulting company. From September 2010 to October 2013, Mr. Brown served as group chief technology officer of UBS Securities LLC, an investment bank. From 2008 to 2010, he served as head of strategy, architecture and optimization at Bank of America Merrill Lynch, the corporate and investment banking division of Bank of America. From 2006 to 2008, Mr. Brown served as chief technology officer of infrastructure at Credit Suisse Securities (USA) LLC, an investment bank. He currently sits on the board of directors of Guidewire Software, Inc. ("Guidewire), a provider of software products for property and casualty insurers, where he serves as a member of the compensation committee, and Pure Storage, Inc. ("Pure Storage"), a data storage and management company, where he serves as the chair of the compensation committee, and a member of the audit committee. Mr. Brown holds a B.S. (Honors) in chemical physics from University College London. | | | We believe Mr. Brown is qualified to serve as a member of our board of directors based on his extensive experience as chief technology officer of multiple Fortune 500 companies, as well as his service on the board of directors of other publicly held companies. |

  12. Class II Director Nominees

    | Scott Darling Age | 66 Director Since | 2016 | Scott Darling has served as president of Dell Technologies Capital, the corporate development and venture capital arm of Dell Technologies Inc., since September 2016. Prior to joining Dell Technologies upon its acquisition of EMC Corp., Mr. Darling was president of EMC Corporate Development and Ventures from March 2012 to September 2016, and in this role he was responsible for EMC’s business development and venture capital investment activity. Prior to joining EMC, Mr. Darling was a general partner at Frazier Technology Ventures II, L.P., which he joined in 2007, and was vice president and managing director at Intel Capital Corp., the venture capital arm of Intel Corporation, from 2000 to 2007. Mr. Darling previously served on the board of directors of DocuSign Inc., a provider of electronic signature technology and digital transaction management services. Mr. Darling holds a B.A. in economics from the University of California at Santa Cruz and an M.B.A. from the Stanford University Graduate School of Business. | | | We believe Mr. Darling is qualified to serve as a member of our board of directors based on his experience as a director of and as an investor in multiple technology companies. |

  13. Class II Director Nominees

    | | 2022 Proxy Statement | 13 |

  14. Class II Director Nominees

    | l | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  15. Class II Director Nominees

    | David Schneider Age | 54 Director Since | 2019 | David Schneider has served as General Partner of Coatue Management, an investment firm focusing on technology companies, since February 2021. Mr. Schneider previously served as president, emeritus of ServiceNow, Inc., a cloud computing company, from July 2020 to December 2021, as president, global customer operations from January 2019 to July 2020, as chief revenue officer from June 2014 to January 2019 and as senior vice president of worldwide sales and services from June 2011 to May 2014. From July 2009 to March 2011, Mr. Schneider served as senior vice president of worldwide sales of the backup recovery systems division of EMC Corporation, a computer storage company acquired by Dell Technologies Inc. From January 2004 to July 2009, Mr. Schneider held senior positions at Data Domain, Inc., a data archiving and deduplication company acquired by EMC, most recently as Senior Vice President of Worldwide Sales. Mr. Schneider holds a B.A. in political science from the University of California, Irvine. | | | We believe Mr. Schneider is qualified to serve on our board of directors because of his knowledge and experience in operations and management at various technology companies. |

  16. Class II Director Nominees

    | 14 | 2022 Proxy Statement | |

  17. Class II Director Nominees

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | l |

  18. Continuing Directors

    Continuing Directors

  19. Continuing Directors

    | Karen Blasing Age | 66 Director Since | 2017 | Karen Blasing served as the chief financial officer of Guidewire from July 2009 to March 2015. Prior to 2009, Ms. Blasing served as the chief financial officer for Force10 Networks, Inc. and as the senior vice president of finance for Salesforce.com, Inc., and she also served as chief financial officer for Nuance Communications, Inc. and Counterpane Internet Security, Inc. and held senior finance roles for Informix Corporation (now IBM Informix) and Oracle Corporation. She currently serves as a director of Autodesk, Inc., a multinational software corporation, where she serves as a member of the audit committee, and GitLab Inc., a devops platform company, where she serves as a chair of the audit committee. Ms. Blasing previously served as a director of Ellie Mae, Inc. Ms. Blasing holds a B.A. in economics and business administration from the University of Montana and an M.B.A. from the University of Washington. | | | We believe Ms. Blasing is qualified to serve as a member of our board of directors based on her extensive financial leadership and management experience at numerous SaaS and enterprise software companies. |

  20. Continuing Directors

    | Charles Giancarlo Age | 64 Director Since | 2016 | Charles Giancarlo has served as chief executive officer of Pure Storage since August 2017. From January 2008 until October 2015, Mr. Giancarlo was a managing director and then strategic advisor of Silver Lake Partners, a private investment firm that focuses on technology-enabled and related growth industries. From May 1993 to December 2007, Mr. Giancarlo served in numerous senior executive roles at Cisco Systems, Inc., a provider of communications and networking products and services, ultimately as the executive vice president and chief development officer from May 2004 to December 2007. Mr. Giancarlo currently serves on the boards of directors of Arista Networks, Inc., a manufacturer of networking products, where he serves as a member of the compensation committee and the nominating and corporate governance committee, and Pure Storage. He previously served on the boards of directors of Accenture plc, Avaya, Inc., Imperva, Inc., ServiceNow, Inc., Netflix, Inc. and Tintri, Inc. Mr. Giancarlo holds a B.S. in electrical engineering from Brown University, an M.S. in electrical engineering from the University of California, Berkeley and an M.B.A. from Harvard Business School. | | | We believe Mr. Giancarlo is qualified to serve as a member of our board of directors based on his extensive business expertise, including his prior executive level leadership, and his experience on the boards of publicly traded technology companies. |

  21. Continuing Directors

    | | 2022 Proxy Statement | 15 |

  22. Continuing Directors

    | l | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  23. Continuing Directors

    | Eileen Naughton Age | 65 Director Since | 2021 | Eileen Naughton served as the Chief People Officer and Vice President of People Operations at Google, Inc. from September 2016 to January 2021. Prior to September 2016, Ms. Naughton served in a variety of senior roles at Google dating back to 2006, including as Vice President and Managing Director for Google UK & Ireland and Vice President of Global Sales. Prior to joining Google in 2006, Ms. Naughton held a number of executive positions at Time Warner, including president of TIME Magazine. Ms. Naughton currently serves on the board of directors of Ares Management Corporation, an alternative investment manager operating in the credit, private equity and real estate markets and previously served on the boards of directors of L’Oreal S.A. and The XO Group. Ms. Naughton holds a B.A. in international relations from the University of Pennsylvania, a Master of Arts from the Lauder Institute and a M.B.A. from the University of Pennsylvania. | | | We believe Ms. Naughton is qualified to serve on our board of directors because of her knowledge and experience in operations and management at multiple sophisticated companies and her experience as a director of various other companies. |

  24. Continuing Directors

    | Jagtar (Jay) Chaudhry Age | 64 Director Since | 2007 | Jay Chaudhry is our co-founder and has served as our Chief Executive Officer and as Chairman of our board of directors since September 2007. Mr. Chaudhry holds an M.B.A. and an M.S. in electrical engineering and industrial engineering from the University of Cincinnati and a B. Tech in electronics engineering from the Indian Institute of Technology (Banaras Hindu University) Varanasi. | | | We believe Mr. Chaudhry is qualified to serve as a member of our board of directors because he is a security industry pioneer and an accomplished entrepreneur, having founded and built several companies, and based on the perspective, operational insight and expertise he has accumulated as our co-founder and our Chief Executive Officer. |

  25. Continuing Directors

    | 16 | 2022 Proxy Statement | |

  26. Continuing Directors

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | l |

  27. Continuing Directors

    | Amit Sinha, Ph.D. Age | 46 Director Since | 2017 | Amit Sinha, Ph.D. has served as the chief executive officer and president, and as a board member of DigiCert, Inc., a global provider of digital trust solutions, since October 2022. Dr. Sinha served as our President from January 2022 until his resignation in October 2022. Previously, Dr. Sinha served as our President, Research and Development, Operations and Customer Service from July 2019 to January 2022. He also previously served as our Executive Vice President of Engineering and Cloud Operations from October 2013 to July 2019. Dr. Sinha was our Chief Technology Officer from December 2010 until January 2022 Dr. Sinha holds a Ph.D. and an M.S. in electrical engineering and computer science from the Massachusetts Institute of Technology, and a B. Tech in electrical engineering from the Indian Institute of Technology, Delhi. | | | We believe Dr. Sinha is qualified to serve as a member of our board of directors because he has more than 15 years of experience as an architect and technical manager in the networking and security industries and because of the operational insight and expertise he previously accumulated in his various leadership roles at Zscaler. |

  28. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees It is the policy of the nominating and corporate governance committee of our board of directors to consider recommendations for candidates to our board of directors from stockholders holding no less than one percent (1%) of the outstanding shares of the Company’s common stock continuously for at least 12 months prior to the date of the submission of the recommendation or nomination. The nominating and corporate governance committee will use the following procedures to identify and evaluate any individual recommended or offered for nomination to our board of directors: •The nominating and corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the nominating and corporate governance committee from other sources. •In its evaluation of director candidates, including the members of our board of directors eligible for re-election, the nominating and corporate governance committee will consider factors such as: ◦business expertise; ◦diversity, including differences in professional background, gender, race, ethnicity, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors; ◦past attendance at meetings, and participation in and contributions to the activities of our board of directors; and ◦other factors that the nominating and corporate governance committee deems appropriate. •The nominating and corporate governance committee requires the following minimum qualifications to be satisfied by any nominee for a position on our board of directors: ◦the highest personal and professional ethics and integrity; ◦proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; ◦skills that are complementary to those of the existing board of directors; ◦the ability to assist and support management and make significant contributions to the Company’s success; and ◦an understanding of the fiduciary responsibilities that is required of a member of our board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities. If the nominating and corporate governance committee determines that an additional or replacement director is required, the nominating and corporate governance committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and corporate governance committee, our board directors or management.

  29. Considerations in Evaluating Director Nominees

    | 22 | 2022 Proxy Statement | |

  30. Considerations in Evaluating Director Nominees

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | l |

  31. Considerations in Evaluating Director Nominees

    The nominating and corporate governance committee may propose to our board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to our board of directors. The nominating and corporate governance committee has in the past and may in the future pay fees to third parties to assist in identifying or evaluating director candidates.

  32. Director Compensation

    Director Compensation Each non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards under our outside director compensation policy. Our outside director compensation policy was crafted in consultation with Compensia, Inc. ("Compensia"), an independent compensation consulting firm engaged by our compensation committee. Compensia provided us with competitive data, analysis and recommendations regarding non-employee director compensation, which includes a mix of cash and equity-based compensation. After careful consideration of this information and the scope of the duties and responsibilities of our non-employee directors, our board of directors approved our outside director compensation policy. We believe this policy provides reasonable compensation to our non-employee directors that is commensurate with their contributions and appropriately aligned with our peers. We also reimburse our directors for expenses associated with attending meetings of our board of directors and board committees.

  33. Director Compensation

    | 24 | 2022 Proxy Statement | |

  34. Director Compensation

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | l |

  35. Director Compensation

    For fiscal 2022, there were no changes in the director compensation policy, and non-employee directors were entitled to receive the following cash compensation for service in the following positions:

  36. Director Compensation

    | Position | Annual Retainer ($) | | Board Member | 30,000 | | Audit Committee Chair | 20,000 | | Audit Committee Member | 8,000 | | Compensation Committee Chair | 12,000 | | Compensation Committee Member | 5,000 | | Nominating and Corporate Governance Committee Chair | 7,500 | | Nominating and Corporate Governance Committee Member | 4,000 |

  37. Director Compensation

    In addition, non-employee directors were eligible to receive the following equity awards for board service: (1)Annual restricted stock unit ("RSU") grant with target value of $200,000 (automatically granted at the Annual Meeting). These RSU awards vest in four equal quarterly installments over a one-year period; and (2) Initial RSU grant with a target value equal to two-and one-half times the value of the then effective annual RSU grant, pursuant to which one-third of the RSU awards will vest on the one-year anniversary of the effective date of appointment and the remaining RSU awards will vest in eight equal quarterly installments thereafter. Any director elected at the Annual Meeting for a given year will receive both the initial RSU grant and the annual RSU grant. The number of RSU awards for each of the initial and annual RSU grant will be determined by dividing the annual equity value by the average closing price of Zscaler common stock on the Nasdaq Global Select Market for the 30 trading days ending on the date that is five days prior to the grant date, rounded up to the nearest share. All cash payments to non-employee directors who served in the relevant capacity at any point during the immediately preceding prior fiscal quarter will be paid quarterly in arrears on a prorated basis. A non-employee director who served in the relevant capacity during only a portion of the prior fiscal quarter will receive a pro-rated payment of the quarterly payment of the applicable cash retainer. Dr. Sinha, who resigned as an officer of the Company effective October 21, 2022, was eligible to receive compensation as a non-employee director commencing with the fiscal quarter beginning November 1, 2022.

  38. DIRECTOR STOCK OWNERSHIP GUIDELINES

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Karen Blasing | 55,000 | 162,120 | 217,120 | | Andrew Brown | 50,000 | 162,120 | 212,120 | | Scott Darling | 42,000 | 162,120 | 204,120 | | Charles Giancarlo | 42,500 | 162,120 | 204,620 | | David Schneider | 34,000 | 162,120 | 196,120 | | Eileen Naughton | 27,500 | 739,060 | 761,560 |

  39. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is currently composed of eight members. In accordance with our certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of three years. 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 such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of the Company.

  40. Executive Compensation Highlights

    Executive Compensation Highlights During and for fiscal 2022, the compensation committee took the following key actions with respect to the compensation of our Named Executive Officers: •Base Salaries – The compensation committee determined to increase the annual base salaries of our Named Executive Officers (other than our CEO and CLO) to bring their base salaries to levels that were comparable to those of similarly-situated executives in the competitive marketplace and to maintain the annual base salary of our CEO at its fiscal 2021 level of $23,660. •Cash Bonuses – Based on our strong performance during fiscal 2022, the compensation committee made cash bonus payments to our Named Executive Officers under our Employee Incentive Compensation Plan, which, in the aggregate, represented approximately 116% of their target annual cash bonus award opportunities based on performance. As in prior fiscal years, our CEO declined to participate in our Employee Incentive Compensation Plan. The compensation committee selected revenue and calculated billings as the performance metrics to motivate our executives to achieve aggressive growth targets during the fiscal year. The metric thresholds were demanding with targeted growth over fiscal 2021 results of 65.6% in revenue and 53.5% in calculated billings required for 100% attainment. A portion of cash bonus awards is reserved for distribution in the discretion of our CEO (subject to final approval by the compensation committee) based on his evaluation of individual performance and our performance against various corporate metrics. •Long-Term Incentive Compensation – In January 2022, the compensation committee approved long-term incentive compensation opportunities in the form of time-based restricted stock unit (“RSU”) and performance-based restricted stock unit (“PSU”) awards to our COO and to our former President in connection with promotions. The RSU awards are subject to time-based vesting over four years that requires continued service with us through each vesting date. The PSU awards provide that shares of our common stock may be earned based on our achievement of a multi-year annual recurring revenue (“ARR”) target which is intended to motivate these executives to drive long-term company performance and

  41. Executive Compensation Highlights

    sustained stockholder value against pre-established financial or operational performance measures. There were no other long-term incentive compensation awards granted to our Named Executive Officers in fiscal 2022. •Metrics for Legacy PSU Awards – The total direct compensation for our Named Executive Officers for fiscal 2022 includes the value of PSU awards granted in prior fiscal years. These “legacy” awards significantly increased in value between the grant approval dates and September 2021 when the compensation committee determined the metrics and related target levels for the PSU awards . The closing market price of our common stock was $37.04 per share with respect to the awards approved in fiscal 2019 for Mr. Chaudhry, $43.98 per share for the awards approved in October of fiscal 2020 for Mr. Rajic, and $76.52 per share for the awards approved for Messrs Canessa, Sinha, Rajic, and Schlossman in May of fiscal 2020. Due in large part to the performance of our Named Executive Officers, we produced strong growth and financial performance in each of fiscal 2019, fiscal 2020 and fiscal 2021, resulting in substantial stock price appreciation above the per share price on the respective award grant dates. The closing market price of our common stock was $276.71 per share in September 2021 when the performance metrics for these legacy PSU awards were established, and the respective value of the awards for fiscal 2022 compensation purposes was determined. At the time the compensation committee determined the metrics and related target levels for our performance-based executive compensation in September 2021, the compensation committee believed that establishing performance metrics that would drive aggressive growth in fiscal 2022 was paramount to gaining market share and delivering short-term and long-term stockholder value in a highly competitive and emerging market. As a result, the compensation committee selected revenue and calculated billings as the appropriate corporate performance metrics for the legacy PSU awards.

  42. Pay-for-Performance

    Pay-for-Performance We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and, most importantly, retaining our Named Executive Officers with the goal of aligning their interests with those of our stockholders. To ensure this alignment and to motivate and reward individual initiative and effort, a substantial portion of our Named Executive Officers’ target annual compensation opportunity is both variable in nature and “at-risk.” We emphasize variable compensation that appropriately rewards our Named Executive Officers through two separate compensation elements: •First, we provide our Named Executive Officers (other than our CEO) the opportunity to participate in our cash bonus plan which provides cash payments if they produce results that meet or exceed the financial, operational, and strategic objectives set by our compensation committee, as evaluated by our CEO and approved by the compensation committee. •In addition, we grant RSU and PSU awards that will reward recipients over a multi-year period, with the PSU awards being earned only for achieving performance objectives established by the compensation committee. The RSU awards and, if earned, PSU awards comprise a majority of our Named Executive Officers’ target total direct compensation opportunities. The future value of these awards depends significantly on the value of our common stock, thereby incentivizing them to build sustainable long-term value for the benefit of our stockholders. These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

  43. Setting Target Total Compensation

    •the scope of each Named Executive Officer’s role and responsibilities compared to other similarly-situated executives at the companies in our compensation peer group and/or Compensia’s proprietary compensation database; •the prior performance of each individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; •the potential of each individual Named Executive Officer to contribute to our long-term financial, operational, and strategic objectives; •our CEO’s compensation relative to that of our Named Executive Officers, and compensation parity among our Named Executive Officers; •our financial performance relative to our compensation and performance peers; •the compensation practices of our compensation peer group and/or the companies in Compensia’s proprietary compensation database and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and •the recommendations of our CEO with respect to the compensation of our Named Executive Officers (except with respect to his own compensation). These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The compensation committee does not weight these factors in any predetermined manner, nor does it apply any formulas in developing its compensation recommendations. The members of the compensation committee consider all of this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer, and business judgment in making their decisions.

  44. Role of Compensation Consultant

    Role of Compensation Consultant The compensation committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The compensation consultant reports directly to the compensation committee and its chair and serves at the discretion of the compensation committee, which reviews the engagement annually. In fiscal 2022, the compensation committee engaged Compensia to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our Named Executive Officers and with the data analysis and selection of the compensation peer group. During fiscal 2022, Compensia attended the meetings of the compensation committee (both with and without management present) as requested and provided the following services: •consultation with the compensation committee chair and other members between compensation committee meetings; •review, research, and updating of our compensation peer group; •an analysis of competitive market data based on the compensation peer group and Compensia's proprietary compensation database for our Named Executive Officers’ positions and an evaluation of how the compensation we pay our Named Executive Officers compares both to our performance and to how the companies in our compensation peer group compensate their executives; •review and analysis of the base salary levels, target annual cash bonus opportunities, and long-term incentive compensation opportunities of our Named Executive Officers; •review and analysis of the metrics used by the companies in our compensation peer group in their short-term incentive compensation plans; •assessment of executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments; •review and analysis of director compensation levels; and •support on other ad hoc matters throughout the year. The terms of Compensia’s engagement includes reporting directly to the compensation committee chair. Compensia also coordinated with management for data collection and job matching for our Named Executive Officers. In fiscal 2022, Compensia did not provide any other services to us. The compensation committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during fiscal 2022. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia and that Compensia is independent.

  45. Competitive Positioning

    Competitive Positioning For purposes of assessing our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data

  46. Competitive Positioning

    | | 2022 Proxy Statement | 43 |

  47. Competitive Positioning

    | l | EXECUTIVE COMPENSATION |

  48. Competitive Positioning

    drawn from this compensation peer group is only one of several factors that the compensation committee considers in making its decisions with respect to the compensation of our Named Executive Officers. The compensation peer group for fiscal 2022 was originally established in March 2021 and revised in February 2022 and was comprised of publicly-traded technology companies against which we compete for executive talent, as well as, in some instances, business opportunities. In evaluating the companies comprising the compensation peer group, Compensia considered the following criteria in March 2021: ◦publicly-traded companies headquartered in the United States and traded on a major United States stock exchange with a preference for California-based companies; ◦companies in the application software and systems software industries; ◦similar revenues – within a range of ~0.5x to ~2.0x our then-current trailing four quarters revenue of approximately $480 million (approximately $240 million to approximately $960 million); and ◦similar market capitalization – within a range of ~0.33x to 3.0x our then-current 30-day average market capitalization of approximately $27.2 billion (approximately $9.0 billion to approximately $81.6 billion). Based on a review of the analysis prepared by Compensia, the compensation committee approved a compensation peer group in March 2021 for the remainder of fiscal 2021 and the beginning of fiscal 2022 consisting of the following companies:

  49. Competitive Positioning

    | Anaplan | Datadog | MongoDB | The Trade Desk | | Avalara | DocuSign | Okta | Zendesk | | Cloudflare | Elastic N.V. | Paycom Software | | | Coupa Software | Fastly | Paylocity Holding | | | CrowdStrike Holdings | Five9 | RingCentral | |

  50. Competitive Positioning

    This compensation peer group was used by the compensation committee through February 2022 as a reference for understanding the competitive market for executive positions in our industry. In February 2022, the compensation committee, with the assistance of Compensia, reviewed and updated our compensation peer group to reflect changes in our market capitalization and to recognize our evolving business focus. In evaluating the companies comprising the compensation peer group at that time, Compensia considered the following criteria: •publicly-traded companies headquartered in the United States and traded on a major United States stock exchange with a preference for California-based companies; •companies in the application software and systems software industries; •similar revenues – within a range of ~0.5x to ~2.0x our then-current trailing four quarters revenue of approximately $761 million (approximately $380 million to approximately $1.5 billion); and •similar market capitalization – within a range of ~0.33x to 3.0x our then-current 30-day average market capitalization of approximately $37.2 billion (approximately $12.4 billion to approximately $111.7 billion).

  51. Competitive Positioning

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  52. Competitive Positioning

    | EXECUTIVE COMPENSATION | l |

  53. Competitive Positioning

    Based on a review of the analysis prepared by Compensia, the compensation committee approved a revised compensation peer group in February 2022 for the remainder of fiscal 2022 consisting of the following companies:

  54. Competitive Positioning

    | ANSYS | Datadog | Okta | The Trade Desk | | Arista Networks | DocuSign | Palantir Technologies | Twilio | | Bill.com Holdings | Dynatrace | Paycom Software | Unity Software | | Cloudflare | HubSpot | RingCentral | Veeva Systems | | CrowdStrike Holdings | MongoDB | Snowflake | Zoominfo Technologies |

  55. Competitive Positioning

    The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  56. COMPENSATION ELEMENTS

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market | | Annual Cash Bonuses | Variable | Cash | Designed to provide financial incentives to motivate our executives to achieve semi-annual (and, in the case of Mr. Rajic, quarterly) financial objectives | | Long Term Incentive Compensation | Variable | Equity awards in the form of PSU awards and RSU awards that may be settled for shares of our common stock | Designed to align the interests of our executives and our stockholders by motivating them to create sustained long-term stockholder value |

  57. Annual Cash Bonuses

    Annual Cash Bonuses We use our Employee Incentive Compensation Plan, a cash bonus plan, to motivate employees selected by the compensation committee, including our Named Executive Officers (except for our CEO), to achieve our annual business goals. Pursuant to the Employee Incentive Compensation Plan, our compensation committee, in its sole discretion, establishes a target award for each executive and a bonus pool for our executives as a group, with actual awards payable from the bonus pool, with respect to the applicable performance period. For fiscal 2022, the Employee Incentive Compensation Plan included semi-annual performance periods with semi-annual award payouts after the end of the first six-month period (the period from August 1, 2021 through January 31, 2022), and, then again, after the end of the fiscal year (the period from February 1, 2022 through July 31, 2022). Pursuant to the terms of his Employment Offer Letter, Mr. Rajic was eligible to receive quarterly award payouts under the Employee Incentive Compensation Plan. The compensation committee administered the Employee Incentive Compensation Plan. As the administrator of the plan, the compensation committee may, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target annual cash bonus award, in the discretion of the administrator. Further, the administrator may determine the amount of any increase, reduction, or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers. Actual awards under the Employee Incentive Compensation Plan are to be paid in cash (or its equivalent) in a single lump sum only after they are earned, which requires continued employment through the date the actual award is paid. The compensation committee reserved the right to settle an actual award with a grant of an equity award under our then-current equity compensation plan, which equity award may have such terms and conditions, as the compensation committee determines. Payment of awards is

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  60. Annual Cash Bonuses

    to occur as soon as administratively practicable after they are earned, but no later than the dates set forth in the Employee Incentive Compensation Plan. Our board of directors and the compensation committee have the authority to amend, alter, suspend, or terminate the plan, provided such action does not impair the existing rights of any participant with respect to any earned awards. Fiscal 2022 Target Annual Cash Bonus Award Opportunities For purposes of the Employee Incentive Compensation Plan, cash bonus awards were based upon target annual cash bonus award opportunities as determined by the compensation committee. In September 2021, the compensation committee reviewed the target annual cash bonus award opportunities of our Named Executive Officers. Following this review and after taking into consideration the factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above, the compensation committee determined to adjust the target annual cash bonus opportunities for each of our eligible Named Executive Officers to set their total target annual cash opportunity for fiscal 2022 at a level that was comparable to those of similarly-situated executives in the competitive marketplace. As in prior fiscal years, our CEO declined to participate in the Employee Incentive Compensation Plan. The target annual cash bonus award opportunities of our Named Executive Officers for fiscal 2022 were as follows:

  61. Annual Cash Bonuses

    | Named Executive Officer | Fiscal 2021 Target Annual Cash Bonus Award Opportunity ($) | Fiscal 2022 Target Annual Cash Bonus Award Opportunity ($) | Percentage Adjustment | | Mr. Chaudhry | — | — | — | | Mr. Canessa | 250,000 | 300,000 | 20% | | Mr. Rajic | 400,000 | 415,000 | 3.8% | | Dr. Sinha | 250,000 | 300,000 | 20% | | Mr. Schlossman | 165,000 | 225,000 | 36.4% |

  62. Annual Cash Bonuses

    Potential annual cash bonus awards for our Named Executive Officers under the Employee Incentive Compensation Plan could range from zero to 150% of their target annual cash bonus award opportunity. Incentive Plan Performance Metrics Under the Employee Incentive Compensation Plan, the compensation committee determined the performance metrics and related target levels for the fiscal 2022 annual cash bonus awards. In September 2021, the compensation committee determined that, in the case of our CEO’s executive staff, which included our other Named Executive Officers (the “Senior Executives”), 50% of the bonus pool to be used to make cash bonus awards would be reserved for distribution in the discretion of our CEO (subject to final approval by the compensation committee) based on his evaluation of each Senior Executive’s individual performance and our performance against various corporate metrics. The remaining 50% of the bonus pool to be used to make cash bonus awards would be distributed based on two equally weighted corporate performance metrics: revenue and calculated billings. The compensation committee selected revenue and calculated billings as the appropriate corporate performance metrics for the Senior Executives because, in its view, these metrics were key indicators of our periodic performance and our progress in executing on our business strategy of focusing on growth and gaining market share.

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  65. Annual Cash Bonuses

    For purposes of the Senior Executives’ cash bonus awards: •“revenue” represented total revenue calculated in accordance with generally accepted accounting principles, or GAAP, as reported in our audited financial statements; and •“calculated billings” represented our total revenue plus the change in deferred revenue in a given fiscal period. Calculated billings in any particular fiscal period aims to reflect amounts invoiced for subscriptions to access our cloud platform, together with related support services for our new and existing customers. As reflected in our annual operating plan presented to and approved by our board of directors, the target levels established for revenue and calculated billings for the full year of fiscal 2022 by the compensation committee were as follows:

  66. Annual Cash Bonuses

    | Performance Metric | Full Year Fiscal 2022 ($) | | Revenue | 1,114,379 | | Calculated Billings | 1,434,027 |

  67. Annual Cash Bonuses

    For fiscal 2022, the revenue and calculated billing targets for the Employee Incentive Compensation Plan were significantly greater than the amount achieved in the comparable period for the prior fiscal year and represented a very aggressive target for fiscal 2022. In addition, the compensation committee determined that our Senior Executives were eligible to earn cash bonus awards to the extent that we achieved the minimum thresholds for revenue and calculated billings for each performance period in fiscal 2022 as set forth in the following schedule:

  68. Annual Cash Bonuses

    | Metric Achievement | Payment | Bonus Attainment | | Less than 80% | 0% | No payout below 80% achievement | | 80% - 90% | 0% to 70% linear | 80% attainment pays 0% and 90% pays 70% | | 90% - 95% | 70% to 90% linear | 90% attainment pays 70% and 95% pays 90% | | 95% - 100% | 90% to 100% linear | 95% attainment pays 90% and 100% pays 100% | | 100% - 105% | 100% to 125% linear | 100% attainment pays 100% and 105% pays 125% | | 105% - 110% | 125% to 150% linear | 105% attainment pays 125% and 110% pays 150% | | >110% | TBD | Payout over 150%, determined in the discretion of the board of directors |

  69. Annual Cash Bonuses

    The compensation committee also determined that the 50% of the bonus pool reserved for distributions in the discretion of our CEO was to be funded based on achievement of the revenue and calculated billings targets. If the average level of achievement for the applicable performance period for revenue and calculated billings was less than 90%, the discretionary bonus pool would not be funded. If the average level of achievement was equal to or greater than 90% but less than 100%, the discretionary pool would be funded at 100%. If the average level of achievement was equal to or greater than 100%, the discretionary pool would be funded at 150%.

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  72. Annual Cash Bonuses

    Cash Bonus Payments (Other than Mr. Rajic) As previously described, our Senior Executives (other than Mr. Rajic) were eligible for cash bonus awards only in an amount, if any, determined by the extent that we met or exceeded the applicable minimum threshold for revenue and calculated billings for each half of fiscal 2022. In February 2022, the compensation committee determined that we had achieved 99.7% of our revenue target and 104.5% of our calculated billing target for the first half of fiscal 2022, resulting in cash payments equal to 99.4% and 122.5%, respectively, of target bonus levels. In addition, because the average level of achievement for these metrics for the first half of fiscal 2022 was greater than 100%, the discretionary portion of the bonus pool reserved for our CEO was funded at 150%. Our CEO determined (with compensation committee approval) that, based on our achievement against our aggressive target performance levels for the two corporate performance metrics, including significantly exceeding our calculated billings target, and factoring in our performance with respect to other key metrics that we use internally to monitor our financial progress against our annual operating plan, it was appropriate to award 150% of the discretionary bonus pool to each of our Senior Executives. As a result, the cash bonus payments to our eligible Named Executive Officers (other than Mr. Rajic) for the first half of the year were equal to 130.5% of their target semi-annual cash bonus award opportunities for that period as follows:

  73. Annual Cash Bonuses

    | Named Executive Officer | First Half Target Bonus Opportunity ($) | First Half Bonus Payment ($) | | Mr. Canessa | 150,000 | 195,713 | | Mr. Sinha | 150,000 | 195,713 | | Mr. Schlossman | 112,500 | 146,784 |

  74. Annual Cash Bonuses

    In September 2022, the compensation committee determined that we had achieved 93.0% of our revenue target and 112.0% of our calculated billing target for the second half of fiscal 2022, resulting in cash payments equal to 93.0% and 112.0%, respectively. In addition, because the average level of achievement for these metrics for second half of fiscal 2022 was greater than 90% and less than 100%, the discretionary portion of the bonus pool reserved for our CEO was funded at 100%. Our CEO determined (with compensation committee approval) that, because we had significantly exceeded our calculated billings target for the second half of the fiscal year, and factoring in our performance with respect to other key metrics that we use internally to monitor our financial progress against our annual operating plan, it was appropriate to award 100% of the discretionary bonus pool to each of our Senior Executives. As a result, the cash bonus payments to our eligible Named Executive Officers for the second half of the year were equal to 101.3% of their target annual cash bonus award opportunities for that period as follows:

  75. Annual Cash Bonuses

    | Named Executive Officer | Second Half Target Bonus Opportunity ($) | Second Half Bonus Payment ($) | | Mr. Canessa | 150,000 | 151,875 | | Mr. Sinha | 150,000 | 151,875 | | Mr. Schlossman | 112,500 | 113,906 |

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  78. Annual Cash Bonuses

    Cash Bonus Payments for Mr. Rajic As provided pursuant to his Employment Offer Letter, Mr. Rajic was eligible to participate in the Employee Incentive Compensation Plan on the same terms and conditions, described above for our other Senior Executives, subject to determination and receipt of his cash bonus payments on a quarterly, rather than a semi-annual, basis. Based on our corporate performance and the exercise of our CEO’s discretion, the cash bonus payments to Mr. Rajic for fiscal 2022 were as follows:

  79. Annual Cash Bonuses

    | Fiscal Period | Quarterly Target Bonus Opportunity ($) | Quarterly Bonus Payment ($) | | First Fiscal Quarter | 103,750 | 138,117 | | Second Fiscal Quarter | 103,750 | 134,149 | | Third Fiscal Quarter | 103,750 | 133,371 | | Fourth Fiscal Quarter | 103,750 | 103,439 |

  80. Annual Cash Bonuses

    The total cash bonuses paid to our Named Executive Officers for fiscal 2022 are set forth in the “Fiscal 2022 Summary Compensation Table” below.

  81. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. We use equity awards to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our Named Executive Officers with those of our stockholders. Currently, we use RSU awards and PSU awards to retain, motivate, and reward our Named Executive Officers for long-term increases in the value of our common stock and, thereby, to align their interests with those of our stockholders. Our PSU awards provide that our Named Executive Officers may earn shares of our common stock based on our achievement of pre-established target levels for one or more financial or operational performance measures as well as continued service. We also grant RSU awards with solely time-based vesting requirements to our Named Executive Officers. Because RSU awards have value to the recipient even in the absence of stock price appreciation, we are able to incentivize and retain our Named Executive Officers using fewer shares of our common stock than would be necessary if we used stock options to provide equity to our executive officers. In addition, because the value of these RSU and PSU awards increases with any increase in the value of the underlying shares, RSU and PSU awards also provide incentives to our Named Executive Officers that are aligned with the interests of our stockholders. To date, the compensation committee has not applied a rigid formula in determining the size and form of the equity awards to be granted to our Named Executive Officers. Instead, in making these decisions, the compensation committee has exercised its judgment as to the amount and form of the awards. The compensation committee considers the retention value of the equity compensation held by the Named Executive Officer, the cash compensation received by the Named Executive Officer, a competitive market analysis performed by its compensation consultant, the recommendations of our CEO (except with respect to his own equity awards), the amount of equity compensation held by the Named Executive Officer (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives), and the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Based upon these factors,

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  84. Long-Term Incentive Compensation

    the compensation committee has determined the size of each award at levels it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. Fiscal 2022 Time-Based Equity Awards Because the compensation committee approved long-term incentive compensation opportunities in the form of time-based RSU awards to our Named Executive Officers (other than our CEO) in the third quarter of fiscal 2021 in amounts that it considered to be material, the compensation committee elected not to award additional RSU awards to our Named Executive Officers at the outset of fiscal 2022. In January 2022, in connection with Mr. Rajic's promotion to Chief Operating Officer and Dr. Sinha's promotion to President and after reviewing the outstanding equity awards held by each of these Named Executive Officers, including an analysis performed by Compensia, the compensation committee approved additional time-based RSU awards for Dr. Sinha and Mr. Rajic. The number of shares of our common stock subject to the RSU awards was determined by the compensation committee based on its consideration of the factors described above, and the RSU awards vest in 16 equal quarterly installments beginning June 15, 2022, subject to each recipient's continued service to the Company. The equity awards approved for grant to Dr. Sinha and Mr. Rajic in January 2022 were as follows:

  85. Long-Term Incentive Compensation

    | Named Executive Officers | Restricted Stock Unit Award (Number of shares) (#) | Restricted Stock Unit Award (Target Value) ($) | | Dr. Sinha(1) | 38,250 | 10 million | | Mr. Rajic | 38,250 | 10 million |

  86. Long-Term Incentive Compensation

    (1)Dr. Sinha forfeited his rights to this award in connection with his resignation from the Company in October 2022. Fiscal 2022 PSU Awards In connection with Mr. Rajic's and Dr. Sinha's promotions, the compensation committee also elected to award Mr. Rajic and Dr. Sinha PSU awards. After considering analysis performed by Compensia, feedback from our stockholders related to the bifurcation of performance metrics for cash and equity incentive program, and the compensation committee’s desire to establish long-term performance metrics, the compensation committee sets the performance metrics to be based on achievement of a long-term ARR metric with the earned share amount to be adjusted down or up within a range of 0% to 200% of the target share amount based on the date of achievement of the ARR metric at or prior to July 31, 2025. The earned shares, if any, would vest 100% on September 15, 2025, subject to the recipient's continued service with us through such date. The following table sets forth the PSU awards (at target and maximum) granted to Mr. Rajic and Dr. Sinha in January 2022:

  87. Long-Term Incentive Compensation

    | Named Executive Officers | Performance Stock Unit Award (Number of shares at target) (#) | Performance Stock Unit Award (Number of shares at maximum) (#) | | Dr. Sinha(1) | 38,250 | 76,500 | | Mr. Rajic | 38,250 | 76,500 |

  88. Long-Term Incentive Compensation

    (1)Dr. Sinha forfeited his rights to this award in connection with his resignation from the Company in October 2022.

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  91. Long-Term Incentive Compensation

    Legacy PSU Awards - Fiscal 2022 Performance Period In September 2021, the compensation committee approved the performance metrics for the Fiscal 2022 Legacy Awards. These awards were previously granted to our Named Executive Officers (other than our CEO) in May 2020 for the fiscal 2022 performance period. In addition, Messrs. Chaudhry (in fiscal 2019) and Rajic (in fiscal 2020), were previously granted multi-year PSU awards under separate four year arrangements for which performance metrics needed to be determined. The compensation committee determined that the Fiscal 2022 Legacy PSU Awards were to be earned for fiscal 2022 based on our level of attainment of two equally weighted performance metrics: revenue and calculated billings. The compensation committee selected revenue and calculated billings as the appropriate corporate performance metrics for the Fiscal 2022 Legacy PSU Award period because, in its view, these metrics were the key indicators of our progress in executing our business strategy of pursuing growth to capture significant market share. As set forth above, in January 2022, the compensation committee transitioned to multi-year ARR metrics. For purposes of the Fiscal 2022 PSU Awards, “revenue” and “calculated billings” had the same meanings as under the Employee Incentive Compensation Plan for our senior executives. As reflected in our annual operating plan presented to and approved by our board of directors, the target levels established for revenue and calculated billings for the full year of fiscal 2022 by the compensation committee were as follows:

  92. Long-Term Incentive Compensation

    | Performance Metric | Full Year Fiscal 2022 ($) | | Revenue | 1,114,379 | | Calculated Billings | 1,434,027 |

  93. Long-Term Incentive Compensation

    For fiscal 2022, the revenue and calculated billing targets were significantly greater than the amount achieved in the comparable period for the prior fiscal year and represented a very aggressive target for fiscal 2022. For the fiscal 2022 performance year, the total number of units that could be earned scaled from 0% to 150% of the target number of units, based on actual achievement of the fiscal 2022 performance metrics as follows:

  94. Long-Term Incentive Compensation

    | Metric Achievement | Payment | PSU Award Attainment | | Less than 80% | 0% | No attainment below 80% achievement | | 80% - 90% | 0% to 70% linear | 80% attainment pays 0% and 90% pays 70% | | 90% - 95% | 70% to 90% linear | 90% attainment pays 70%, and 95% pays 90% | | 95% - 100% | 90% to 100% linear | 95% attainment pays 90% and 100% pays 100% | | 100% - 105% | 100% to 125% linear | 100% attainment pays 100%, and 105% pays 125% | | 105% - 110% | 125% to 150% linear | 105% attainment pays 125%, and 110% pays 150% |

  95. Long-Term Incentive Compensation

    In September 2022, our revenue and calculated billings results for fiscal 2022 were presented to the compensation committee for review. After reviewing and analyzing these results, the compensation committee certified that, for the annual performance period ended July 31, 2022, our calculated billings were achieved at 103.3% of the target performance level and our revenue was

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  98. Long-Term Incentive Compensation

    achieved at 97.9% of the target performance level, resulting in 116.5% of the calculated billings attainment and 95.8% of the revenue attainment and corresponding to the following attainment:

  99. Long-Term Incentive Compensation

    | Named Executive Officer | Performance Stock Unit Award (Target number of units) | Calculated Billings Performance Measure (Units Earned) | Revenue Performance Measure (Units Earned) | Performance Stock Unit Award (Total Units awarded) | | Mr. Chaudhry (FY 2019 Award) | 150,000 | 87,406 | 71,846 | 159,252 | | Mr. Canessa (FY 2022 Award) | 38,685 | 22,542 | 18,529 | 41,071 | | Mr. Rajic (FY 2020 Award ) | 23,182 | 13,508 | 11,104 | 24,612 | | Mr. Rajic (FY 2022 Award) | 67,698 | 39,448 | 32,425 | 71,873 | | Dr. Sinha (FY 2022 Award) | 67,698 | 39,448 | 32,425 | 71,873 | | Mr. Schlossman (FY 2022 Award) | 29,014 | 16,907 | 13,897 | 30,804 |

  100. Long-Term Incentive Compensation

    Each unit earned pursuant to a fiscal 2022 Legacy Award was to be settled for one share of our common stock. Following certification of our achievement against the applicable performance metrics, 100% of the units earned by Mr. Chaudhry for his fiscal 2019 Award and Mr. Rajic for his fiscal 2020 Award vested on September 15, 2022. For the fiscal 2022 PSU Awards, 25% of the units earned vested on September 15, 2022 and 6.25% will continue to vest quarterly until the awards are fully vested, subject to each recipient's continued service to the Company. The equity awards granted to our Named Executive Officers in fiscal 2022 are set forth in the “Fiscal 2022 Summary Compensation Table” and the “Fiscal 2022 Grants of Plan-Based Awards Table” below.

  101. EMPLOYMENT ARRANGEMENTS

    EMPLOYMENT ARRANGEMENTS We entered into written employment agreement with our CEO and employment offer letters with our other Named Executive Officers in connection with their employment with us. We believe that these arrangements were necessary to induce these individuals to forego other employment opportunities or leave their then-current employer for the uncertainty of a demanding position in a new and unfamiliar organization. In filling each of our executive positions, our board of directors or the compensation committee, as applicable, recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, our board of directors and the compensation committee were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. Each of these arrangements provides for “at will” employment (meaning that either we or the executive may terminate the employment relationship at any time without cause) and sets forth the initial compensation arrangements for the executive, including their base salary, target annual cash bonus award opportunity (expressed as fixed amount or as a percentage of his or her base salary), participation in our employee benefit programs, eligibility for future equity awards, and reimbursement for all reasonable and necessary business expenses. In addition, in the case of our Named Executive Officers, their employment offer letters and other agreements provide that the executive will be eligible to receive certain severance payments and benefits in connection with certain terminations of employment. These post-employment compensation arrangements are discussed in “Post-Employment Compensation” below. For detailed descriptions of the employment arrangements with our Named Executive Officers, see “Potential Payments upon Termination or Change in Control” below.

  102. POST-EMPLOYMENT COMPENSATION

    POST-EMPLOYMENT COMPENSATION The employment offer letters and equity award agreements with our Named Executive Officers provide them with certain protection in the event of their termination of employment other than for “cause,” death, or “disability” (as such terms are defined in the employment offer letters). In addition, our Named Executive Officers are participants in our Change of Control and Severance Policy, or the Severance Policy, which provides for certain protections in the event of a termination of employment in connection with a change in control of the Company. We believe that these protections were necessary to induce these individuals to leave their former employment for the uncertainty of a demanding position in a new and unfamiliar organization and help from a retention standpoint and to retain their services on an ongoing basis. We also believe that these arrangements provided by the Severance Policy help maintain the continued focus and dedication of our Named Executive Officers to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company.

  103. POST-EMPLOYMENT COMPENSATION

    These arrangements provide reasonable compensation to a Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by conditioning post-employment compensation and benefits on a departing Named Executive Officer signing a separation and release agreement acceptable to us. Under the Severance Policy, all payments and benefits in the event of a change in control of the Company are payable only if there is a subsequent loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. In the event of a change in control of the Company, to the extent Section 280G or 4999 of the Internal Revenue Code is applicable to a Named Executive Officer, such individual is entitled to receive either: •payment of the full amounts specified in the policy to which he or she is entitled; or •payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in him or her receiving a higher amount after taking into account all federal, state, and local income, excise and employment taxes. We do not use excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our Named Executive Officers. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, are essential to attracting and retaining highly-qualified executive officers. The compensation committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For detailed descriptions of the post-employment compensation arrangements with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Potential Payments upon Termination or Change in Control” below.

  104. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code.

  105. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  106. EMPLOYMENT OFFER LETTER WITH MR. CANESSA

    vested options until the date that is 12 months following his termination date, subject to earlier termination on a change in control (or similar transaction) pursuant to the terms of the equity plan under which the options are granted; and (3) severance pay at a rate equal to 100% of his annual base salary, as then in effect, for a period of six months following the date of such termination, payable in accordance with our normal payroll practices. To receive the severance benefits upon a qualifying termination, Mr. Canessa must sign and not revoke a release of claims within the time specified in his employment offer letter.

  107. EMPLOYMENT OFFER LETTER WITH MR. RAJIC

    EMPLOYMENT OFFER LETTER WITH MR. RAJIC Under Mr. Rajic's employment offer letter, if we terminate Mr. Rajic's employment with us other than for “cause” or he resigns for “good reason”, outside of the “change of control period" (as such terms are defined in the employment offer letter), he will be entitled to receive (i) severance pay at a rate equal to 100% of his annual base salary, as then in effect (less applicable withholding) for a period of six months following the date of such termination; and (ii) extension of the period of time in which he will have to exercise his vested options to purchase our common stock subject to the options until the date that is 12 months following his termination date, subject to earlier termination on a change in control (or similar transaction) pursuant to the terms of the equity plan under which the options were granted. Further, If Mr. Rajic is subject to a "qualifying termination" (as defined in the employment offer letter), he will be entitled to an extension of the period of time in which he will have to exercise his vested options to purchase our common stock subject to the Option until the date that is 12 months following his termination date, subject to earlier termination on a change in control (or similar transaction) pursuant to the terms of the equity plan under which the options were granted. To receive the severance benefits upon a qualifying termination, Mr. Rajic must sign and not revoke a release of claims within the time specified in his employment offer letter

  108. EMPLOYMENT OFFER LETTER WITH MR. SCHLOSSMAN

    EMPLOYMENT OFFER LETTER WITH MR. SCHLOSSMAN Under Mr. Schlossman’s employment offer letter, if we terminate Mr. Schlossman’s employment with us other than for “cause” or he resigns for “good reason”, without a “change of control” (as such terms are defined in the employment offer letter), he will be entitled to receive continuing severance pay at a rate equal to 100% of his annual base salary, as then in effect, for a period of three months from the date of such termination, to be paid periodically in accordance with our normal payroll practices. To receive the severance benefits upon a qualifying termination, Mr. Schlossman must sign and not revoke a release of claims within the time specified in his employment offer letter.

  109. Change of Control and Severance Policy

    Change of Control and Severance Policy Our board of directors adopted a Change of Control and Severance Policy, or the Severance Policy. Each of our current executive officers is a participant in the Severance Policy. Under the Severance Policy, if we terminate a participant other than for “cause,” death or “disability” or the Named Executive Officer resigns for “good reason” during the period beginning on a “change of control” (as such terms are defined in the Severance Policy) and ending 12 months following the change of control (which we refer to as the change of control period), such Named Executive Officer will be eligible to receive the following severance benefits: •100% of the then-unvested shares subject to his then-outstanding equity awards will become vested and exercisable, and in the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the specified percentage of target levels; •a lump-sum payment equal to 100% of the greatest of (i) a participant's annual base salary as in effect immediately prior to his termination, (ii) if the termination is a resignation for good reason based on a material reduction in base salary, a

  110. Change of Control and Severance Policy

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  112. Change of Control and Severance Policy

    participant's annual base salary as in effect immediately prior to such reduction, or (iii) a participant's annual base salary as in effect immediately prior to the change of control; •a lump-sum payment equal to (i) 100% of a participant's target annual bonus award opportunity for the fiscal year in which the termination occurs plus (ii) a pro-rated portion of such target annual bonus award opportunity reduced by any bonus payments made during such fiscal year; and •a lump-sum health benefit severance payment of $36,000. To receive the severance benefits upon a qualifying termination, a Named Executive Officer must sign and not revoke a release of claims within the time specified in the Severance Policy. If we discover, after a Named Executive Officer receives severance payments or benefits, that grounds for terminating him for cause existed, such Named Executive Officer will not receive any further severance payments or benefits under the Severance Policy, and to the extent permitted by law, the Named Executive Officer will be required to repay to us any severance payments or benefits (or gain derived from such payments or benefits) he received under the Severance Policy.

  113. Fiscal Year 2018 Equity Incentive Plan and 2007 Stock Plan

    Fiscal Year 2018 Equity Incentive Plan and 2007 Stock Plan Our Fiscal Year 2018 Equity Incentive Plan (the “2018 Plan”) provides that in the event of a merger or change in control, as defined under our 2018 Plan, each outstanding award will be treated as the administrator determines, without a participant’s consent. The administrator is not required to treat all awards or participants similarly. In the event that a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels and all other terms and conditions met and such award will become fully exercisable, if applicable. If an option or stock appreciation right is not assumed or substituted, the administrator will notify the participant in writing or electronically that such option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right will terminate upon the expiration of such period. In the event of a change in control, with respect to awards granted to an outside director his or her options and other equity awards, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock and RSU awards will lapse and all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100% of target levels, and all other terms and conditions met. In addition, the agreements for certain performance-based awards granted to our Named Executive Officers hold that performance shares and units will be deemed achieved at 100% of target levels, and all other terms and conditions met, and be subject to continued time-based vesting as set forth in the individual award agreements in the event of a change in control. Our 2007 Plan provides that, in the event of a merger or change in control, as defined under our 2007 Plan, each outstanding award may be assumed or substituted for an equivalent award. In the event that awards are not assumed or substituted for, then the vesting of outstanding awards will be accelerated, and stock options will become exercisable in full prior to such transaction. In addition, if an option is not assumed or substituted in the event of a merger or change in control, the administrator will notify the participant that such award will be fully vested and exercisable for a specified period prior to the transaction, and such award will terminate upon the expiration of such period for no consideration, unless otherwise determined by the administrator.

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  115. Fiscal Year 2018 Equity Incentive Plan and 2007 Stock Plan

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  116. Fiscal 2022 Summary Compensation Table

    Fiscal 2022 Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by and paid to each individual who served as one of our Named Executive Officers during fiscal 2022, fiscal 2021 and fiscal 2020.

  117. Fiscal 2022 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Jay Chaudhry Chief Executive Officer | 2022 | 23,660 | — | 41,506,500(2) | — | — | — | 41,530,160 | | | 2021 | 23,660 | — | 19,975,500(3) | — | — | — | 19,999,160 | | | 2020 | 23,660 | — | 6,597,000(4) | — | — | — | 6,620,660 | | Remo Canessa Chief Financial Officer | 2022 | 400,000 | — | 10,704,526(2) | — | 347,588 | — | 11,452,114 | | | 2021 | 375,000 | — | 2,719,670(3) | — | 347,117 | — | 3,441,786 | | | 2020 | 350,000 | — | 7,397,664(4) | — | 289,156 | — | 8,036,820 | | Amit Sinha. Ph.D. Former President | 2022 | 400,000 | — | 38,739,759(2) | — | 347,588 | — | 39,487,347 | | | 2021 | 375,000 | — | 5,439,142(3) | — | 347,117 | — | 6,161,259 | | | 2020 | 350,000 | — | 9,936,247(4) | — | 289,156 | — | 10,575,403 | | Dali Rajic Chief Operating Officer | 2022 | 415,000 | — | 45,154,450(2) | — | 509,076 | — | 46,078,526 | | | 2021 | 400,000 | — | 8,526,289(3) | — | 525,075 | — | 9,451,364 | | | 2020 | 356,667 | — | 19,625,876(4) | 3,414,630 | 368,308 | — | 23,765,481 | | Robert Schlossman Chief Legal Officer | 2022 | 325,000 | — | 8,028,464(2) | — | 260,690 | — | 8,614,154 | | | 2021 | 325,000 | — | 2,175,736(3) | — | 229,453 | — | 2,730,189 | | | 2020 | 315,000 | — | 4,454,791(4) | — | 173,494 | — | 4,943,285 |

  118. Fiscal 2022 Summary Compensation Table

    (1)The amounts reported represent the grant date fair value of the stock awards granted to the Named Executive Officers during the respective fiscal years as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 13 to our audited consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended July 31, 2022. (2)The awards for fiscal 2022 are comprised of PSU awards, and for Dr. Sinha and Mr. Rajic (i) time-based RSU and (ii) PSU awards. The amounts shown in respect of the PSU awards represent the grant date fair value based on the probable outcome of the fiscal 2022 performance condition as of the grant date. The grant date fair value of the PSU awards for which metrics were determined in fiscal 2022 assuming achievement of the maximum level of performance are: Mr. Chaudhry, $62,259,750; Mr. Canessa, $13,380,658; Dr. Sinha $43,422,937; Mr. Rajic $53,044,974; and Mr. Schlossman $10,035,580. These amounts do not necessarily correspond to the actual value recognized by the Named Executive Officers. For example, PSU awards were earned at 106.2% of target for fiscal 2022.

  119. Fiscal 2022 Summary Compensation Table

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  121. Fiscal 2022 Summary Compensation Table

    (3)The awards for fiscal 2021 are comprised of (i) time-based RSU and (ii) PSU awards. The amounts shown in respect of the PSU awards represent the grant date fair value based on the probable outcome of the fiscal 2021 performance condition as of the grant date. The grant date fair value of the PSU awards for which metrics were determined in fiscal 2021 assuming achievement of the maximum level of performance are: Mr. Chaudhry, $29,963,250; and Mr. Rajic $4,630,720. These amounts do not necessarily correspond to the actual value recognized by the Named Executive Officers. For example, PSU awards were earned at 129.25% of target for fiscal 2021. (4)The awards for fiscal 2020 are comprised of (i) time-based RSU and (ii) PSU awards. The amounts shown in respect of the PSU awards represent the grant date fair value of the second tranche of the PSU award that was granted in October 2018 based upon the probable outcome of the fiscal 2020 performance conditions as of the grant date. The grant date fair value of the PSU awards for which metrics were determined in fiscal 2020 assuming achievement of the maximum level of performance are: Mr. Chaudhry, $9,895,500; Mr. Canessa, $1,855,428; Dr. Sinha $4,123,125; Mr. Rajic $1,529,317; and Mr. Schlossman $2,061,563. These amounts do not necessarily correspond to the actual value recognized by the Named Executive Officers.. For example, PSU awards were earned at 105.2% of target for fiscal 2020. (5)The amounts reported represent the aggregate grant date fair value of the stock options granted to our Named Executive Officers, calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 13 to our audited consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended July 31, 2022. These amounts do not necessarily correspond to the actual value recognized by the Named Executive Officers.

  122. Fiscal 2022 Summary Compensation Table

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  124. Fiscal 2022 Grants of Plan-Based Awards Table

    Fiscal 2022 Grants of Plan-Based Awards Table The following table sets forth certain information with respect to all plan-based awards granted to our Named Executive Officers during fiscal 2022.

  125. Fiscal 2022 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of shares of Stock or Units (#) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Options Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Jay Chaudhry | 09/01/2021 | — | — | — | — | 150,000 | 225,000 | — | — | 41,506,500 | | Remo Canessa | 09/01/2021 | — | 300,000 | 450,000 | — | — | — | — | — | — | | | 09/01/2021 | — | — | — | — | 38,685 | 48,356 | — | — | 10,704,526 | | Amit Sinha, Ph.D. | 09/01/2021 | — | 300,000 | 450,000 | — | — | — | — | — | — | | | 09/01/2021 | — | — | — | — | 67,698 | 84,623 | — | — | 18,732,714 | | | 01/07/2022 | — | — | — | — | 38,250 | 76,500 | — | — | 10,003,523 | | | 01/07/2022 | — | — | — | — | — | — | 38,250(4) | — | 10,003,523 | | Dalibor Rajic | 09/01/2021 | — | 415,000 | 622,500 | — | — | — | — | — | — | | | 09/01/2021 | — | — | — | — | 23,182 | 34,773 | — | — | 6,414,691 | | | 09/01/2021 | — | — | — | — | 67,698 | 84,623 | — | — | 18,732,714 | | | 01/07/2022 | — | — | — | — | 38,250 | 76,500 | — | — | 10,003,523 | | | 01/07/2022 | — | — | — | — | — | — | 38,250(4) | — | 10,003,523 | | Robert Schlossman | 09/01/2021 | — | 225,000 | 337,500 | — | — | — | — | — | — | | | 09/01/2021 | — | — | — | — | 29,014 | 36,268 | — | — | 8,028,464 |

  126. Fiscal 2022 Grants of Plan-Based Awards Table

    (1)These amounts reflect the fiscal 2022 target cash bonus award amounts for each of our Named Executive Officers under our Executive Incentive Compensation Plan. Mr. Chaudhry did not participate in the Executive Incentive Compensation Plan. There are no threshold bonus amounts under the Executive Incentive Compensation Plan. As set forth in the Fiscal 2022 Summary Compensation Table, bonuses were earned for fiscal 2022 at a combined 115.8% of target. As such, the amounts set forth do not represent actual compensation earned or earnable by the Named Executive Officers for fiscal 2022. For a description of the Executive Incentive Compensation Plan, see “Compensation Discussion and Analysis –Annual Cash Bonuses” above. (2)These amounts reflect PSU awards for which performance metrics were established during fiscal 2022 under our 2018 Equity Incentive Plan. A portion of the PSU awards were eligible to be earned based on the achievement of fiscal 2022 revenue and calculated billing targets established by the compensation committee. Additional PSU awards granted to Dr. Sinha and Mr. Rajic are eligible to be earned based on achievement of long-term ARR targets. There were no threshold amounts for the fiscal 2022 performance period. The amounts set forth do not represent actual compensation earned or earnable by the Named Executive Officers for fiscal 2022. For a description of the fiscal 2022 PSU program, see “Compensation Discussion and Analysis –Long-Term Incentive Compensation” above. (3)The amounts reported represent the aggregate grant date fair value of the stock awards granted to our Named Executive Officers in fiscal 2022, calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value are set forth in the notes to our consolidated financial statements included in our Annual Report. These amounts do not necessarily correspond to the actual value recognized by the Named Executive Officers. (4)The RSU awards vest in (16) equal quarterly installments beginning June 15, 2022.

  127. Fiscal 2022 Grants of Plan-Based Awards Table

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  129. Fiscal 2022 Outstanding Equity Awards at Fiscal Year End Table

    Fiscal 2022 Outstanding Equity Awards at Fiscal Year End Table The following table provides information regarding outstanding equity awards held by our Named Executive Officers as of July 31, 2022.

  130. Fiscal 2022 Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units or That Have Not Vested ($) | | Jay Chaudhry | 9/1/21(2) | — | — | — | — | 150,000 | 23,259,000 | — | — | | Remo Canessa | 10/5/18(5) | — | — | — | — | 31,641 | 4,906,253 | — | — | | | 10/31/19(5) | — | — | — | — | 16,642 | 2,580,509 | — | — | | | 6/2/20(5) | — | — | — | — | 32,641 | 5,061,313 | — | — | | | 4/13/21(6) | — | — | — | — | 13,830 | 2,144,480 | — | — | | | 9/1/21(3) | — | — | — | — | 38,685 | 5,998,496 | — | — | | Amit Sinha, Ph.D. | 10/5/18(7) | — | — | — | — | 54,689 | 8,480,076 | — | — | | | 10/31/19(5) | — | — | — | — | 36,983 | 5,734,584 | — | — | | | 6/2/20(5) | — | — | — | — | 38,081 | 5,904,840 | — | — | | | 4/13/21(6) | — | — | — | — | 27,659 | 4,288,805 | — | — | | | 9/1/21(3) | — | — | — | — | 67,698 | 10,497,252 | — | — | | | 1/7/22(10) | — | — | — | — | — | — | 38,250 | 5,931,045 | | | 1/7/22(11) | — | — | — | — | 35,860 | 5,560,452 | — | — |

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  133. Fiscal 2022 Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units or That Have Not Vested ($) | | Dalibor Rajic | 9/12/19(8) | 74,276 | 43,750 | 49.59 | 9/12/2029 | — | — | — | — | | | 10/31/19(4) | — | — | — | — | — | — | 23,182 | 3,594,601 | | | 10/31/19(9) | — | — | — | — | 52,160 | 8,087,930 | — | — | | | 6/2/20(5) | — | — | — | — | 38,081 | 5,904,840 | — | — | | | 4/13/21(6) | — | — | — | — | 27,659 | 4,288,805 | — | — | | | 9/1/21(2) | — | — | — | — | 23,182 | 3,594,601 | — | — | | | 9/1/21(3) | — | — | — | — | 67,698 | 10,497,252 | — | — | | | 1/7/22(10) | — | — | — | — | — | — | 38,250 | 5,931,045 | | | 1/7/22(11) | — | — | — | — | 35,860 | 5,560,452 | — | — | | Robert Schlossman | 10/5/18(7) | — | — | — | — | 27,345 | 4,240,116 | — | — | | | 10/31/19(5) | — | — | — | — | 18,493 | 2,867,525 | — | — | | | 6/2/20(5) | — | — | — | — | 16,321 | 2,530,734 | — | — | | | 4/13/21(6) | — | — | — | — | 11,064 | 1,715,584 | — | — | | | 9/1/21(3) | — | — | — | — | 29,014 | 4,498,911 | — | — |

  134. Fiscal 2022 Outstanding Equity Awards at Fiscal Year End Table

    (1)This column represents the market value of the shares underlying the RSU awards or PSU awards, as applicable, as of July 31, 2022, based on the closing price of our common stock, as reported on NASDAQ, of $155.06 per share on July 29, 2022. (2)Upon achievement of specified performance metrics, earned PSU awards vest on September 15, 2022, or the first quarterly vesting date after achievement has been certified. Amounts reported reflect achievement at target. PSU awards were achieved at 106.2% of target in fiscal 2022. (3)Upon achievement of specified performance metrics, earned PSU awards vest 25% on September 15, 2022 or the first quarterly vesting date after achievement has been certified and the remaining PSU awards earned vest in 12 equal quarterly installments thereafter. Amounts reported reflect achievement at target. PSU awards were achieved at 106.2% of target in fiscal 2022. (4)Upon achievement of specified performance metrics, earned PSU awards vest on September 15, 2023, or the first quarterly vesting date after achievement has been certified. Because the performance metrics for this award had not been determined in fiscal 2022 (and hence, no grant date fair value could be determined), it was not included in the Fiscal 2022 Summary Compensation table or Fiscal 2022 Grants of Plan-Based Awards table above. Amounts reported are at 100% target level of achievement, with maximum achievement paying out at 150%. (5)The remaining RSU awards vest in nine equal quarterly installments through September 15, 2024. (6)The RSU awards vest as follows: (i) 10% of the RSU awards vest in four equal quarterly installments beginning on December 15, 2022, (ii) 40% of the RSU awards vest in eight equal installments beginning on December 15, 2023 and (iii) 50% of the RSU awards vest in eight equal installments beginning on December 15, 2025. (7)The remaining RSU awards vest as follows: (i) 36% of the RSU awards vest in five equal quarterly installments through September 15, 2023 and (ii) 64% of RSU awards vest in nine equal quarterly installments through September 15, 2024. (8)One-fourth of the shares subject to the option vested on September 10, 2020 and 1/48th of the shares vest monthly thereafter. (9)The RSU awards will vest as follows: (i) 23,182 RSU awards vest on September 15, 2022 and (ii) 28,978 RSU awards vest in five equal quarterly installments through September 15, 2023. (10)Upon achievement of specified performance metrics, earned PSU awards, if any, vest 100% on September 15, 2025. (11)The remaining RSU awards vest in 15 equal quarterly installments through March 15, 2026.

  135. Fiscal 2022 Outstanding Equity Awards at Fiscal Year End Table

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  136. Fiscal 2022 Outstanding Equity Awards at Fiscal Year End Table

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  137. Fiscal 2022 Option Exercises and Stock Vested Table

    Fiscal 2022 Option Exercises and Stock Vested Table The following table presents, for each of our Named Executive Officers, the shares of our common stock that were acquired upon the exercise of stock options and the related value realized upon exercise during fiscal 2022 and upon the vesting of stock awards and the related value realized upon vesting during fiscal 2022.

  138. Fiscal 2022 Option Exercises and Stock Vested Table

    | | 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) | | Jay Chaudhry | — | — | 193,875 | 53,013,180 | | Remo Canessa | — | — | 35,968 | 8,322,566 | | Amit Sinha, Ph.D. | 78,333 | 22,602,476 | 67,005 | 15,305,385 | | Dalibor Rajic | — | — | 118,821 | 28,723,597 | | Robert Schlossman | 32,000 | 8,689,840 | 31,098 | 7,195,618 |

  139. Fiscal 2022 Option Exercises and Stock Vested Table

    (1)The value realized on exercise is pre-tax and represents the difference between the market price of our common stock on the date of exercise less the option exercise price paid for those shares, multiplied by the number of shares for which the option was exercised. (2)The value realized on vesting is calculated as the number of vested shares multiplied by the closing market price of our common stock on the vesting date.

  140. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables below quantify the potential payments to our Named Executive Officers under the terms of (i) the Severance Policy and individual agreements in the event of a qualifying termination of employment that is not in connection with a change in control of the Company and (ii) under the terms of the Severance Policy in the event of a qualifying termination of employment in connection with a change in control of the Company. The amounts shown assume that the change in control and/or termination of employment occurred on July 31, 2022, the last business day of fiscal 2022. The values reflected also assume that the payments and benefits to our Named Executive Officers are not reduced by virtue of the provision in the Severance Policy relating to Sections 280G and 4999 of the Internal Revenue Code.

  141. Potential Payments Upon Termination Not in Connection with a Change in Control

    Potential Payments Upon Termination Not in Connection with a Change in Control

  142. Potential Payments Upon Termination Not in Connection with a Change in Control

    | | | Value of Accelerated Equity Awards | | | | Named Executive Officer | Salary Severance ($) | Restricted Stock Units ($)(1) | Options ($)(2) | Total ($) | | Mr. Canessa | 200,000 | 2,842,250 | — | 3,246,537 | | Mr. Rajic | 207,500 | — | — | 207,500 | | Mr. Schlossman | 81,250 | — | — | 81,250 |

  143. Potential Payments Upon Termination Not in Connection with a Change in Control

    (1)Reflects the aggregate market value of the unvested shares of our common stock underlying outstanding RSU awards. The aggregate market value is equal to the product obtained by multiplying (i) the number of unvested shares of our common stock subject to outstanding RSU awards and eligible for accelerated vesting as of July 31, 2022, by (ii) $155.06 per share (the closing market price of our common stock on Nasdaq on July 29, 2022, the last trading day in the fiscal year ended July 31, 2022).

  144. Potential Payments Upon Termination Not in Connection with a Change in Control

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  146. Potential Payments Upon Termination in Connection with a Change in Control

    Potential Payments Upon Termination in Connection with a Change in Control

  147. Potential Payments Upon Termination in Connection with a Change in Control

    | | | | Value of Accelerated Equity Awards | | | | | Named Executive Officer | Salary Severance ($) | Bonus Severance ($) | Restricted Stock Units ($)(1) | Options ($)(2) | Health Benefit Severance Payments ($) | Total ($) | | Mr. Chaudhry | 23,660 | — | 23,259,000 | — | 36,000 | 23,342,320 | | Mr. Canessa | 400,000 | 404,287 | 20,691,051 | — | 36,000 | 40,704,086 | | Dr. Sinha | 400,000 | 404,287 | 46,397,053 | — | 36,000 | 47,237,340 | | Mr. Rajic | 415,000 | 424,363 | 47,459,524 | 6,783,875 | 36,000 | 55,118,762 | | Mr. Schlossman | 325,000 | 303,216 | 15,852,869 | — | 36,000 | 16,517,085 |

  148. Potential Payments Upon Termination in Connection with a Change in Control

    (1)These amounts reflect the aggregate market value of the unvested shares of our common stock underlying outstanding RSU awards. The aggregate market value is equal to the product obtained by multiplying (i) the number of unvested shares of our common stock subject to outstanding RSU awards as of July 31, 2021, by (ii) $155.06 per share (the closing market price of our common stock on the Nasdaq Global Select Market on July 29, 2022, the last trading day in the fiscal year ended July 31, 2022). For performance-based restricted stock unit awards, the assumed number of unvested shares is equal to the target number of shares subject to such award. (2)These amounts reflect the aggregate market value of the unvested shares of our common stock underlying outstanding options. The aggregate market value is equal to (i) the product obtained by multiplying (x) the number of unvested shares of our common stock subject to outstanding options as of July 31, 2021, by (y) $155.06 per share (the closing market price of our common stock on the Nasdaq Global Select Market on July 29, 2022), minus (ii) the aggregate exercise price for such unvested shares.

  149. Potential Payments Upon Termination in Connection with a Change in Control

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