Zscaler DEF 14A: Executive Compensation & Stock Awards

Ticker: ZS · Form: DEF 14A · Filed: Nov 22, 2024 · CIK: 1713683

Zscaler, Inc. DEF 14A Filing Summary
FieldDetail
CompanyZscaler, Inc. (ZS)
Form TypeDEF 14A
Filed DateNov 22, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$2.17B, $2.62B, $585M, $1M
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, stock-awards, proxy-statement

Related Tickers: ZS

TL;DR

Zscaler's DEF 14A is out, showing exec comp & stock awards for FY24. Check it for PEO details.

AI Summary

Zscaler, Inc. filed its DEF 14A on November 22, 2024, detailing executive compensation and stock awards for the fiscal year ending July 31, 2024. The filing includes information on equity awards granted during the year and unvested awards from prior years for its PEO (President, Chief Executive Officer). Specific dollar amounts for these awards are detailed within the filing.

Why It Matters

This filing provides transparency into how Zscaler compensates its top executives, which can influence investor perception of management alignment with shareholder interests.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine disclosures of executive compensation and corporate governance, carrying inherent risks related to compensation structures and potential shareholder disputes.

Key Numbers

  • 0731 — Fiscal Year End (Indicates the end of the reporting period for financial and compensation data.)

Key Players & Entities

  • Zscaler, Inc. (company) — Filer of the DEF 14A
  • 20241122 (date) — Filing date
  • 20240731 (date) — Fiscal year end
  • PEO (person) — President, Chief Executive Officer

FAQ

What is the total number of equity awards granted to the PEO during the fiscal year ending July 31, 2024?

The filing details equity awards granted during the year for the PEO, with specific quantities and fair values provided in the compensation tables.

What is the fair value of unvested equity awards held by the PEO as of July 31, 2024?

The DEF 14A provides information on unvested equity awards granted in prior years, including their fair value as of the fiscal year end.

What was the total compensation reported for Zscaler's PEO in the previous fiscal year (ending July 31, 2023)?

The filing includes comparative data for prior fiscal years, allowing for the calculation of the PEO's total compensation for the year ending July 31, 2023.

Are there any proposed changes to the executive compensation structure mentioned in this filing?

This DEF 14A primarily discloses compensation for the past fiscal year and details existing equity award programs; significant proposed changes would typically be highlighted in proxy materials.

What is the filing date of this DEF 14A for Zscaler, Inc.?

The filing date for this DEF 14A is November 22, 2024.

Filing Stats: 4,812 words · 19 min read · ~16 pages · Grade level 13.1 · Accepted 2024-11-22 16:10:35

Key Financial Figures

  • $2.17B — tomers 34% Y/Y 29% Y/Y 75% 27% Y/Y $2.17B Revenue $2.62B Billings $585M Cash Flow
  • $2.62B — 29% Y/Y 75% 27% Y/Y $2.17B Revenue $2.62B Billings $585M Cash Flow +565 Enterpris
  • $585M — 7% Y/Y $2.17B Revenue $2.62B Billings $585M Cash Flow +565 Enterprises (>$1M ARR)
  • $1M — ings $585M Cash Flow +565 Enterprises (>$1M ARR) * Calculated billings is a non-G

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 48 Compensation Discussion and Analysis 48 Summary Compensation Table 70 CEO PAY RATIO DISCLOSURE 77 PAY VERSUS PERFORMANCE 78

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 83 RELATED PERSON TRANSACTIONS 85 OTHER MATTERS 87 Section 16(a) Beneficial Ownership Reporting Compliance 87 PROPOSALS OF STOCKHOLDERS FOR FISCAL 202 5 ANNUAL MEETING 88 APPENDIX A A-1 APPENDIX B B -1 This Proxy Statement and form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at our 2024 Annual Meeting of Stockholders, or the Annual Meeting, and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on January 10, 2025 at 1:00 p.m. Pacific Time, via live audio webcast at www.virtualshareholdermeeting.com/ZS2024 . The Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2024 is first being mailed on or about November 22, 2024 to all stockholders entitled to vote at the Annual Meeting. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request these materials. Ways to Vote Via the Internet By Telephone By Mail At the Annual Meeting Voting Matters Voting Recommendations 1 To elect three Class I directors from the nominees described in this Proxy Statement to hold office until the 2027 annual meeting of stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal. Proposal 1 "FOR" The board of directors recommends a vote "FOR" the election of each of the three directors nominated by our board of directors and named in this Proxy Statement as the Class I directors to serve for a three-year term. 2 To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending July 31, 2025. Proposal 2 "FOR" The board of directors recommends a vote "FOR

Executive Compensation Highlights

Executive Compensation Highlights Our pay practices align with our pay-for-performance philosophy and underscore our commitment to sound compensation and governance practices. We believe that as organizations continue to embrace cloud-based business solutions, they are still in the early stages of adopting the security and networking solutions, including our platform, that are necessary to secure and manage cloud-based operations. To be successful in this emerging market, we believe that delivering growth and capturing market share are paramount. Since we strongly believe that establishing and meeting aggressive growth targets in both the short term and the long term is the best way to deliver sustained stockholder value in a highly competitive and emerging market, we focus our performance metrics for our annual executive cash bonuses on achieving growth in each fiscal year but, for our long-term incentive equity compensation, we focus our performance metrics on multi-year annual recurring revenue, or ARR, growth targets. In addition, in fiscal 2024, in response to feedback from stockholders, the compensation committee introduced performance metrics focused on annual operating profitability into our compensation programs. Fiscal 2024 Financial Performance Fiscal 2024 was a strong year for us marked by significant achievement and growth across all of our key metrics. Fiscal 2024 highlights were as follows: Revenue Growth Calculated Billings Growth* Free Cash Flow Margins Growth in Large Customers 34% Y/Y 29% Y/Y 75% 27% Y/Y $2.17B Revenue $2.62B Billings $585M Cash Flow +565 Enterprises (>$1M ARR) * Calculated billings is a non-GAAP financial measure that we believe is a key metric to measure our periodic performance. Calculated billings represents our total revenue plus the change in deferred revenue in a period. See Appendix A for the calculation of calculated billings. Free Cash Flow and Free Cash Flow Margins are non-GAAP financial measures that we

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