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Zoom Communications, Inc. ZM

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

-$2,147,311

-62.6% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

No peer groups were extracted from either filing.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Eric S. YuanPresident and Chief Executive Officer	ChangedCEO	$3,428,169 2025	$1,280,858 2026	-$2,147,311	-62.6%	+30.1 pp
Michelle ChangChief Financial Officer	Changed	$25,240,322 2025	$1,220,008 2026	-$24,020,314	-95.2%	-55.3 pp
Velchamy SankarlingamPresident of Product and Engineering	Changed	$22,419,651 2025	$1,052,601 2026	-$21,367,050	-95.3%	-43.0 pp
Aparna BawaChief Operating Officer	Changed	$1,219,398 2025	$1,030,201 2026	-$189,197	-15.5%	-6.7 pp
Kelly SteckelbergFormer Chief Financial Officer	Removed	$1,093,167 2025	—	—	—	—

Governance

Policy guardrails

change in control
Unchanged
Not extracted → Not extracted
“Severance and Change in Control Benefits”
clawback
Unchanged
present → present
“Recoupment Policy’’) ahead of final guidance by the SEC regarding the clawback rules required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ‘‘SEC Clawback Rules’’)”
compensation committee
Unchanged
Compensation Committee → Compensation Committee
“Compensation Committee”
compensation consultant
Unchanged
independent → independent
“independent compensation consultant during fiscal 2026, due to its extensive analytical and compensation expertise relating to technology companies”
hedging
Unchanged
prohibited → prohibited
“Policy Prohibiting Hedging and Pledging of Our Equity Securities”
pledging
Unchanged
prohibited → prohibited
“Our insider trading policy prohibits our employees, including our executive officers and directors, from engaging in short sales, hedging of stock ownership positions, and transactions involving derivative securities rel…”

Performance markers

Metric facts

ceo pay ratio
Changed
20 to 1 → 7.8 to 1
Numeric delta: -12.20
“for employees outside of the United States. As set forth in the Summary Compensation Table, our CEO’s annual total compensation for fiscal 2026 was $1,280,858. The median of the annual total compensation of all of our em…”
median employee compensation
Changed
$174,796 → $165,164
Numeric delta: -9632.00
“their compensation to U.S. dollars using foreign exchange rates in effect as of November 1, 2023. We did not make any cost-of-living adjustments for employees outside of the United States. As set forth in the Summary Com…”
operating income
Removed
$4 → Not extracted
revenue
Unchanged
$4 → $4
Numeric delta: 0.00
“We bridge work both inside and outside the organization — across collaboration, customer experience, and employee experience — using AI to take conversations all the way to completion. The following fiscal 2026 business …”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

25% shingled-prose overlap between the two filings.

2025: 116,804 chars · 2026: 54,267 chars

Committee Report:89% overlap (952 → 959 chars)
Pay Ratio (Item 402(u)):9% overlap (866 → 9,128 chars)
Say-on-Pay proposal:95% overlap (2,267 → 2,272 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

107 new89 changed400 removed123 unchanged

changedThis Compensation Discussion and Analysis provides an overview of our executive compensation philosophy and objectives, discusses our executive compensation policies and analyzes how and why our Compensation Committee arrived at specific compensation decisions for the fiscal year ended January 31, 2026, 2025,or fiscal 2026, 2025,for the individuals listed below, collectively referred to as our “named executive officers” or “NEOs.”
changedOur named executive officers for fiscal 2026 2025are:
newName(1)Position(s)Eric S.
newYuanPresident and Chief Executive Officer (principal executive officer)Michelle ChangChief Financial Officer (principal financial officer)Aparna Bawa(2)Chief Operating OfficerVelchamy SankarlingamPresident of Product and Engineering
new_______________
changed(1) Aside (1)Asidefrom the individuals described above, we did not have any other executive officers (as defined in Rule 3b-7 under the Exchange Act) serving at the end of fiscal 2026 2025and we did not have any other executive officers serving during fiscal 2026 2025who would otherwise qualify as “named executive officers” pursuant to SEC rules and guidance.
new(2) On April 2, 2026, the Company announced that Ms. Bawa resigned from her role at the Company effective May 8, 2026.
newExecutive Summary
changedAs we continue to grow our business, we continue to transform our compensation program to reflect our evolution into a more mature stagebusiness.
changedWhile our compensation historically favored equity over cash compensation, we are transitioning to a shiftingourexecutivecompensation structure that introduces larger programtoincreaseperformance cash bonus opportunities anddecreaseannualequitycompensationinfiscal2026andfiscal2027inorderto better reflect market practices.
changedSummary of Fiscal 2026 2025Performance
newIn fiscal 2026, we sharpened our focus as an AI-first work platform, executed on our strategy and reinforced our core values.
newOur performance in fiscal 2026 reflects the increasing value of our platform, with innovations like AI Companion 3.0, as our platform expands and evolves into an AI-powered system of action for modern work.
newWe bridge work both inside and outside the organization — across collaboration, customer experience, and employee experience — using AI to take conversations all the way to completion.
changedThe following fiscal 2026 2025business results provide context for stockholders reviewing our executive compensation disclosures:
changed•Revenue: Total revenue for the fiscal year was $4,868.8 $4,665.4million, up 4.4% 3.1%year over year.
changed•Income from Operations: GAAP income from operations for the fiscal year was $1,123.6 $813.3million, up from GAAP income from operations of $813.3 $525.3million for fiscal year 2025. 2024.
changedNon-GAAP income from operations for the fiscal year was $1,967.2 $1,837.9million, up from $1,837.9 $1,774.9million for fiscal year 2025.1 2024.1
changed•Cash Flow: Net cash provided by operating activities was $1,989 $1,945.3million for the fiscal year, up from $1,945.3 $1,598.8million for fiscal year 2025. 2024.
changed1 See 1SeeAppendix A to this proxy statement for information regarding our use of non-GAAP income from operations, including a reconciliation to its most directly comparable GAAP financial measure.
new27.
newSummary of Fiscal 2026 Executive Compensation Program
newBased on our operational and financial performance, and in light of the other factors described in this Compensation Discussion and Analysis, the Compensation Committee made the following named executive officer compensation decisions for fiscal 2026:
newBase Salary: For fiscal 2026, the base salaries of each of our named executive officers other than Mr. Sankarlingam remained the same as their salaries for fiscal 2025.
newMr. Sankarlingam’s base salary increased by 4% to better align with market compensation and to be consistent with the salary budget for his role.
newAnnual Performance Cash Incentive: Target incentive cash award opportunities for fiscal 2026 were increased for each named executive officer, other than Ms. Chang, as part of our shift towards using more cash for short-term incentives to align with market practices and reduce stock based compensation expense.
newEffective February 1, 2025, Mr. Yuan’s bonus target, expressed as a percentage of his base salary, was increased to 64% of base salary and Ms. Bawa’s and Mr. Sankarlingam’s bonus targets, expressed as a percentage of their base salaries, were both increased to 49% of base salary.
newMs. Chang’s bonus target of 90% of her base salary remained unchanged being aligned with market data for her role.
changedWestructuredOur fiscal 2026 2025performance cash incentive program was tobebased on two rigorous financial performance goals that drive our business: revenue and non-GAAP income from operations.
newActual payments under the program were based solely on achievement against those financial metrics, resulting in a payout at 102.6% of each named executive officer’s target annual incentive.
newEquity Awards: As part of our transition to increased short-term cash incentive opportunities, we decreased our named executive officers’ equity incentive opportunities in fiscal 2026, granting them performance-vesting RSU awards in fiscal 2026 with target grant values equal to half of the target values of the performance-vesting RSU awards granted to them in fiscal 2025.
changedTotal Compensation: Total compensation reported for our CEO for fiscal 2026 2025is approximately 62.6% 87%lower than in fiscal 2025 2024and approximately 95.4% 96%lower than in fiscal 2024, 2023,based on total compensation as reported in the Summary Compensation Table.
changedSpecifically, we did not grant supplemental equity awards in fiscal 2026, 2025(wehavesunsettedoursupplementalgrantprogram),and we did not grant a new four-year ‘‘refresh’’ “refresh”equity award to our CEO in fiscal 2026 2025(our CEO last received a four-year ‘‘refresh’’ “refresh”award in fiscal 2023).
new28.
newEarly Fiscal 2027 Executive Compensation Changes
newIn early fiscal 2027, we made a few significant changes to our executive compensation practices.
newA summary of those changes are below.
newSee section “Fiscal 2027 Executive Compensation Overview” for further details.
newAnnual Bonus Program.
newBeginning fiscal 2027, we transitioned completely from our performance-vesting equity grants to an annual cash bonus program.
newAccordingly, our named executive officers have a higher performance bonus target than in fiscal 2026.
newThe bonus will be based on achievement of key financial and operational goals established by the Compensation Committee.
newBase Salaries.
newIn February 2026, we increased the base salaries for Ms. Bawa and Ms. Chang by 4% for fiscal 2027.
newRefresh Grants.
newIn fiscal 2026, in response to stockholder feedback, we decided to transition from our practice of granting four-year equity refresh grants in favor of an annual equity grant program focused on smaller annual awards, which allows us to differentiate each year by employee performance.
newDuring this transition, employees will receive a transition award designed to maintain similar expected annual vested value during the period over which the four-year refresh awards complete their vesting and the annual grants start vesting.
newThe size and vesting of the transition grants will vary depending on when an employee’s four-year refresh grant completes its final vesting date.
newIn fiscal 2027, we began implementing the new annual equity program.
newAccordingly, Mr. Yuan transitioned to the new annual equity grant program and received an annual equity grant along with a transition equity grant.
changedWhat We DoWhat DoWhatWe Don’t Doü Do✔✔Emphasize long-term equity incentivesü Tie incentivesTieperformance cash incentive opportunities to opportunitiestodefined business objectives and include a includeareasonable capü Provide transparent disclosure of performance incentive targets and payout structureü Assess risks of our compensation programü Maintain a Compensation Committee comprised entirely of independent directorsü Retain an independent compensation advisorü Maintain clawback policiesû cap✘✘No guaranteed “single-trigger” change in control paymentsû No paymentsNotax reimbursements or tax gross-ups on severance or change in control payments û ✔Providetransparentdisclosureofperformanceincentivetargetsandpayoutstructure✘No special executive welfare or health benefits, or special executive retirement plansû plans✔Assessrisksofourcompensationprogram✘No guaranteed salary increases or bonusesû bonuses✔MaintainaCompensationCommitteecomprisedentirelyofindependentdirectors✘No hedging or pledging of our stock ✔Retainanindependentcompensationadvisor✔Maintainclawbackpolicies
newAdvisory Vote on Executive Compensation
newAt our 2025 Annual Meeting of Stockholders, approximately 81% of the votes cast were voted “FOR” our advisory vote on executive compensation.
new29.
newThe Compensation Committee values the views of our stockholders and we have continued to solicit input from our stockholders throughout the year.
changedIn fiscal 2025 2024and fiscal 2026, 2025,we engaged in a dialogue and had informative discussions with several of our institutional stockholders, including one of our largest institutional investors (based on holdings of our Class A common stock), to gain a better understanding of their views regarding our executive compensation program, as well as other governance matters.
changedWhat we heardHow heardHowwe respondedStockholders respondedStockholdersgenerally expressed a desire to better understand our equity compensation program.We continue to evolve our equity compensation program.
newIn this proxy statement, we have continued to include expanded disclosure regarding our equity compensation program and how we believe it, along with our cash incentive program, aligns pay with company performance.Stockholders expressed concerns regarding our supplemental grant program and our four-year “refresh” grants.In fiscal 2027, we are transitioning from our four-year ‘‘refresh’’ grants to annual refresh equity grants.In addition, in fiscal 2025, we discontinued our supplemental grant program so that no employees (including NEOs) receive supplemental grants after January 2024.
newStockholders subsequently expressed concern regarding our equity compensation dilution and requested that we consider a cash incentive program instead of the use of equity for short-term performance objectives.We completed our transition of executive compensation practices to increase performance cash bonus opportunities and eliminated annual performance equity grants to reduce stock based compensation expense.
changedIn fiscal 2026, we granted performance-vesting equity awards with target grant datevalues equal to half of the target values applicable to the fiscal 2025 performance-vesting equity awards.
newIn fiscal 2027, we transitioned away from using equity for short-term performance objectives and have moved entirely to a cash incentive program.
newOur Compensation Committee will monitor and continually evaluate our compensation program going forward in light of our stockholders' views and our transforming business needs.
changedOur Compensation Committee willmonitorandcontinuallyevaluateourcompensationprogramgoingforwardinlightofourstockholders’viewsandourtransformingbusinessneedsandexpects to continue to consider the outcome of our say-on-pay votes and our stockholders' views when making future compensation decisions for our named executive officers.
changedCompensation AnchorCompensationObjectives and Philosophy
changedOur Zoom’scompensation philosophy is to employ market-competitive compensation programs and relevant total rewards offerings to our employees that reflect our Zoom’sculture and values inordertodeliverhappinesstoitsemployeesand recognize their value to our organization.
new30.
changedElements AnchorElementsof Executive Compensation
changedOur executive compensation program aims to take a holistic approach to compensation and generally consists of, and is intended to strike a balance among, the following three principal components: (1) base salary, (2) performance-based cash incentive compensation, and (3) equity incentive compensation.
newElementObjectivesKey FeaturesBase Salary (fixed cash)Provides financial stability and security through a fixed amount of cash for performing job responsibilities.Fixed compensation that is periodically reviewed and adjusted if and when appropriate.Performance Incentive (at-risk cash)Motivates and rewards for attaining performance goals that are key drivers of our annual operating plan.Cash incentive opportunities are dependent upon specific performance goals (which may be corporate performance goals and/or individual performance goals or sales goals in the case of executives subject to our sales compensation plan).
changedActual incentive amounts earned are determined after the end of the performance period, taking into account the extent to which the performance goals have been achieved (and any relative weightings of such goals).Equity Incentive (at-risk equity)Motivates and rewards for Company performance by aligning executives’ interests with stockholder interests and changes in stockholder value. goals).
changedAttracts highly qualified executives and encourages their continued employment over the long term.We grant equity in the form of RSUs. term.
changedFor fiscal 2026, 2025,we granted introducedperformance-vesting RSUs that vest based on achievement of performance goals and supplement our annual cash incentive program.
new31.
changedHow AnchorHowWe Determine Executive Compensation
changedThe Compensation Committee meets periodically throughout the year to, among other things, manage and evaluate our executive compensation program and generally determines on an annual basis the principal components of compensation (base salary, performance incentive, and equity awards) for our executive officers, officerswhich may be subject to final approval by our Board of Directors.
changedIn addition to its independent compensation consultant, as described below under ‘‘Role “Roleof Compensation Consultant,’’ Consultant,”our Compensation Committee works with and receives information and analyses from management, including within our legal, finance, and human resources departments, and our Chief Executive Officer, and considers such information and analyses along with the information from its independent compensation consultant, in determining the structure and amount of compensation to be paid to our executive officers, including our named executive officers.
changedThe Compensation Committee continued to retain Aon as its independent compensation consultant during fiscal 2026, 2025,due to its extensive analytical and compensation expertise relating to technology companies.
changedIn fiscal 2026, 2025,Aon assisted with, among other things:
changedAon makes recommendations to the Compensation Committee but has no authority to makecompensationdecisionsonbehalfoftheCompensationCommitteeorZoom.
new32.

Removed from 2025

Name(1) Position(s) Eric S.
Yuan President and Chief Executive Officer (principal executive officer) Michelle Chang(2) Chief Financial Officer (principal financial officer) Kelly Steckelberg(3) Former Chief Financial Officer Aparna Bawa Chief Operating Officer Velchamy Sankarlingam President of Product and Engineering
(2)Ms. Chang commenced employment as our Chief Financial Officer on October 7, 2024.
(3)Ms. Steckelberg ceased providing services as our Chief Financial Officer on October 7, 2024 and transitioned to an advisory role, which terminated on November 26, 2024.
AnchorExecutive Summary
In the years following our initial public offering in 2019, our business grew rapidly as we expanded from a video communications tool to a full collaboration platform.
Our growth was further fueled during the COVID-19 pandemic when we mobilized as a company to keep the world connected.
We grew significantly in size to manage this demand while enabling continued innovation.
The emergence from pandemic, and subsequent economic downturn in years thereafter, presented headwinds.
In fiscal 2025, we sharpened our focus as an AI-first work platform, refining our strategy and reinforcing our core values in the face of ongoing macroeconomic pressures to position ourselves for long-term success.
This year, we took proactive measures to reestablish three key strategic priorities, which are now guiding our organization: expanding our AI capabilities to drive customer value, rapidly innovating within Zoom Workplace and building upon our momentum with new products such as Contact Center and Workvivo.
With our proven product innovation, maturing go-to-market engine and fine-tuned financial discipline, we are primed to drive sustainable growth and additional value for our customers and stockholders.
23
Summary of Fiscal 2025 Executive Compensation Program Our Compensation Committee closely considers our performance, business strategy and our transformation as a Company in making executive compensation decisions.
The Compensation Committee develops compensation programs that it thinks are the most appropriate to drive results for our Company and our stockholders, and to ensure that our pay program aligns compensation with stockholder interests and our Company performance over the long-term.
During the six years since we first became a public company, our business has transformed significantly, and our compensation programs have also continued to evolve and transform to be appropriate for a company of our size and stage of business.
As such, our compensation has varied and our practices may differ from the typical practices of public companies that have been operating for longer periods of time in a less volatile and dynamic environment.
Based on our operational and financial performance, and in light of the other factors described in this Compensation Discussion and Analysis, the Compensation Committee made the following named executive officer compensation decisions for fiscal 2025: Base Salary: For fiscal 2025, the base salaries of each of our named executive officers (other than Ms. Chang) were set at the same base salary amount in place for fiscal 2023, after being temporarily reduced for fiscal 2024 as part of the Company’s restructuring plan in 2023.
Ms. Chang’s base salary was determined in connection with her commencement of employment in October 2024 based on market data for her position.
Annual Performance Incentive: Target incentive award opportunities for fiscal 2025 continued to represent 8% of base salary for each named executive officer other than Ms. Chang.
Ms. Chang’s target incentive of 90% of base salary was set in October 2024 when she commenced employment with us, reflecting market data for her position and our intention to increase our other named executive officers’ bonus targets in the future to more closely align with market amounts and practices.
We paid cash incentives to our NEOs under such program based solely on achievement against such financial metrics, resulting in a payout at 106.3% of each named executive officer’s target annual incentive (prorated, in the case of Ms. Chang).Equity Awards: We introduced performance-vesting equity awards into the equity compensation program for our employees.
In April 2024, we granted 100% of the annual RSU bonus awards to all of our NEOs serving at such time in the form of performance-vesting RSUs that vest based upon achievement of two key financial performance goals aligned with our annual incentive program.
In April 2025, the Compensation Committee determined that the performance goals were achieved, and the awards vested in full.
We also granted a four-year “refresh” RSU award to Mr. Sankarlingam and a four-year new hire RSU award to Ms. Chang, each of which is intended to be equivalent to four years of typical annual market-based grants.
Early Fiscal 2026 Executive Compensation Changes In fiscal 2026, we continued to shift towards delivering a greater portion of short-term performance incentive compensation in the form of more market-based cash opportunities rather than annual equity awards.
We granted performance-vesting RSU awards in April 2025 with target grant date values equal to half of the target values applicable to the fiscal 2025 performance-vesting RSUs granted to Mr. Yuan, Ms. Bawa and Mr. Sankarlingam.
In addition, in accordance with our intent to increase target incentive award opportunities, effective February 1, 2025, Mr. Yuan’s bonus target was increased to 64% and Ms. Bawa’s and Mr. Sankarlingam’s bonus targets were both increased to 49%.
Ms. Chang did not receive a performance-vesting equity award for fiscal 2026 and her bonus target remained unchanged, given that her new hire compensation package already included an annual target bonus amount that was significantly higher than the other named executive officers’ amounts and aligned with market data for her role.
24
AnchorAdvisory Vote on Executive Compensation and Stockholder Engagement
Last year we sought our fourth say-on-pay advisory vote from our stockholders regarding our executive officer compensation program and received a support level of approximately 81.7%.
The Compensation Committee values the views of our stockholders.
As such, we solicit input from our stockholders throughout the year.
We continue to evolve our equity compensation program.
In this proxy statement, we have continued to include expanded disclosure regarding our equity compensation program and how we believe it, along with our cash incentive program, aligns pay with company performance.
Stockholders expressed concerns regarding our supplemental grant program and four-year “refresh” grants.
We sunsetted our supplemental grant program such that no employees (including NEOs) receive supplemental grants after January 2024.
The Compensation Committee will continue to evaluate our equity compensation program, including our four-year “refresh” grants.
Stockholders requested that we consider granting performance-vesting equity awards.
For fiscal 2025, we introduced performance-vesting RSUs to replace our annual RSU bonus awards.
Performance-vesting RSUs were only eligible to vest (with a cap of 100% of target) based upon achievement of two rigorous financial performance metrics.
We continued to grant performance-vesting RSUs to our NEOs in fiscal 2026 (other than to our newly hired NEO, Ms. Chang).
Stockholders expressed concern regarding our equity compensation dilution and requested that we consider a more market standard cash bonus program.
We are shifting our executive compensation practices to increase performance cash bonus opportunities and decrease annual equity compensation grants over the next two years.
In fiscal 2025, we determined Ms. Chang’s new hire compensation package with this intended shift in mind.
We will continue to evaluate the amount and form of our equity compensation program.
25
Element Objectives Key Features Base Salary (fixed cash) Provides financial stability and security through a fixed amount of cash for performing job responsibilities.
Fixed compensation that is periodically reviewed and adjusted if and when appropriate.
Performance Incentive (at-risk cash) Motivates and rewards for attaining performance goals that are key drivers of our annual operating plan.
Incentive opportunities are dependent upon specific performance goals (which may be corporate performance goals and/or individual performance goals or sales goals in the case of executives subject to our sales compensation plan).
Equity Incentive (at-risk equity) Motivates and rewards for Company performance by aligning executives’ interests with stockholder interests and changes in stockholder value.
Since our initial public offering, equity incentives have been provided in the form of RSUs.
26
The Compensation Committee typically grants equity awards on regularly scheduled dates that occur twice a quarter.
The Compensation Committee will continue to evaluate its equity grant policies as we continue to evolve and grow as a public company.
27
•Revenue: 0.3x to 3x of our revenue
28
AnchorFiscal 2025 Executive Compensation Program
Executive Fiscal 2025 Base Salary ($)Eric S.
Yuan(1) $450,000 Michelle Chang(2) $580,000 Kelly Steckelberg(1)(3) $450,000 Aparna Bawa(1) $450,000 Velchamy Sankarlingam(1) $450,000
(1)Effective February 1, 2024.
(2)Effective October 7, 2024.
(3)Ms. Steckelberg ceased providing services to us on November 26, 2024.
Mr. Yuan’s, Ms. Steckelberg’s, Ms. Bawa’s and Mr. Sankarlingam’s annual base salaries for fiscal 2024 had been temporarily reduced from $450,000 to $360,000 (or with respect to Mr. Yuan, $10,000) as part of the Company’s restructuring plan in February 2023.
For fiscal 2025, such annual base salaries reverted to $450,000, which was the annual base salary amount effective at the end of fiscal 2023.
The Compensation Committee subsequently determined Ms. Chang’s base salary in connection with her commencement of employment with us based on a variety of factors, including Ms. Chang’s overall new hire compensation package.
Ms. Chang’s base salary was between the 50th and 75th percentiles of market data for her position.
29
Each of our named executive officers (excluding Ms. Chang) was eligible to receive a cash incentive bonus at an annual target of 8% of base salary for fiscal 2025.
The target percentages applicable to such named executive officers for fiscal 2025 had remained unchanged for the past four fiscal years.
For fiscal 2025, the Compensation Committee believed that the 8% target cash bonuses were appropriate because they resulted in executive compensation being primarily comprised of equity awards in order to focus our executive officers on achievement of our long-term strategic and financial goals and aligned their interests with those of our stockholders.
The Compensation Committee is aware that the 8% targets for our named executive officers fall significantly below the annual incentive opportunities offered by our peer companies and intends to adjust our compensation program over the next two fiscal years to increase bonus opportunities to more closely align with the market (and to concurrently reduce the target grant date values of annual performance-vesting RSU bonus awards, as disclosed under “Executive Summary” above).
The Compensation Committee adopted this approach in October 2024 when determining Ms. Chang’s cash incentive bonus in connection with her commencement of employment.
Ms. Chang is eligible to receive a cash incentive bonus for fiscal 2025 at an annual target of 90% of base salary, pro-rated for Ms. Chang’s services to Zoom during fiscal 2025.
The Compensation Committee determined Ms. Chang’s target bonus amount for fiscal 2025 based on its subjective determination of the amount appropriate to induce and retain Ms. Chang and reasonable in relation to market data.
Ms. Chang’s target bonus amount was at the 50th percentile of market data for her position.
Our non-GAAP income from operations target was set below actual achievement for fiscal 2024, given our expected decline in non-GAAP operating income year-over-year due to our continued investment in AI, but at the high end of our external guidance as of early fiscal 2025, with maximum goals at levels that would require extremely strong financial performance.

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