Business Context and Reporting Period
This Form 8-K is a current report filed by Zscaler, Inc. on September 1, 2021. The filing addresses corporate governance changes and executive compensation adjustments effective for the fiscal year ending July 31, 2022.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on personnel appointments and compensation terms.
Material Changes
- Board Expansion: The Board of Directors expanded from seven to eight members.
- New Director Appointment: Eileen Naughton was appointed as a Class I director effective September 1, 2021. Her term expires at the 2021 annual meeting of stockholders. She was not assigned to any committees.
- Executive Compensation Adjustments: The Compensation Committee approved new base salary and target bonus amounts for named executive officers, effective August 1, 2021 (the start of Fiscal 2022).
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding business performance. It details that Ms. Naughton will receive standard compensation and equity awards per the Outside Director Compensation Policy and will enter into a standard director indemnification agreement.
Executive Compensation Details (Fiscal 2022)
| Officer | Title | Base Salary | Target Bonus |
|---|---|---|---|
| Remo Canessa | Chief Financial Officer | $400,000 | $300,000 |
| Amit Sinha | President of R&D, Operations and Customer Service, CTO | $400,000 | $300,000 |
| Dali Rajic | President Go-to-Market and CRO | $415,000 | $415,000 |
| Robert Schlossman | Chief Legal Officer and Secretary | $325,000 | $225,000 |
Investor Verification Checklist
- Verify the background and qualifications of the newly appointed director, Eileen Naughton.
- Review the attached press release (Exhibit 99.1) for additional context on the board expansion.
- Confirm the impact of the increased executive compensation on the company's overall operating expenses for Fiscal 2022.
- Note that the press release attached to this filing is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.