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Zoom Communications, Inc.

For the period ended Apr 30, 2026. Filed Apr 30, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2026 · Filed Apr 30, 2026

ZM$89.88+1.2%Stored close · as of Nov 6, 2026
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Contents

Fiscal 202 Executive Compensation Program

Fiscal 2026 Executive Compensation Program

Base Salary

The annual base salaries of each of our named executive officers for fiscal 2026 are listed below:

ExecutiveFiscal 2026 Base Salary
Eric S. Yuan$450,000
Michelle Chang$580,000
Aparna Bawa$450,000
Velchamy Sankarlingam(1)$468,000

(1) Effective August 1, 2025.

For fiscal 2026, the annual base salary for Mr. Yuan and Ms. Bawa remained at the same level as fiscal 2025. Mr. Sankarlingam’s annual base salary was increased by 4% effective August 1, 2025 to better align with market compensation. Ms. Chang’s annual base salary remained as is from when she joined the Company in October 2024. Each of Mr. Yuan’s, Ms. Bawa’s and Mr. Sankarlingam’s fiscal 2026 base salaries remained at or below the 50th percentile of market data.

Performance Cash Incentive

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

Fiscal 2026 Target Amounts

For fiscal 2026, each of our named executive officers participated in the Officer Incentive Plan. In fiscal 2026, Ms. Chang’s target cash incentive bonus opportunity was 90% of her base salary, consistent with her target cash bonus opportunity in fiscal 2025. As discussed above, as part of our shift to using cash incentives for short-term performance goals rather than equity to align with market practice and reduce stock-based compensation expense, effective February 1, 2025 each of Mr. Yuan’s, Ms. Bawa’s and Mr. Sankarlingam’s target cash incentive bonus opportunity was increased from 8% of his or her respective base salary to 64%, 49% and 49% of his or her respective base salary.

The Compensation Committee increased cash bonus opportunities in fiscal 2026 and concurrently reduced the target grant values of annual performance-vesting RSU bonus awards as we transition to using cash incentives for short-term performance goals rather than annual performance-vesting RSU bonus awards, as we have done historically. The Compensation Committee made this adjustment in part due to feedback from our stockholders that they prefer we use cash for short-term performance incentives to align our practices with those of our peers and to help reduce dilution to stockholders generally.

Fiscal 2026 Performance Goals and Achievement

The Compensation Committee established revenue and non-GAAP income from operations as the corporate performance goals applicable to fiscal 2026. The Compensation Committee chose these metrics because they align with our primary objectives to drive revenue growth and operating performance and leverage. Non-GAAP income from operations is an important indicator of our ability to effectively manage operating expenses given our revenue growth. The Compensation Committee set the targets for revenue and non-GAAP income from operations at levels that the Compensation Committee determined to be rigorous and uncertain as of the time of approval in early fiscal 2026, after considering the complex macroeconomic environment and the likelihood of a range of business scenarios that could impact our performance. Our revenue and non-GAAP income from operations targets

were set above actual revenue and non-GAAP income from operations achievement for fiscal 2025, given our expectations that we could, with effort, achieve increased revenue and non-GAAP income from operations year-over-year and was aligned with our external guidance for fiscal 2026.

Each of the annual corporate performance goals, their relative weightings, and payout methodology are summarized in the chart below. The cash incentive payout each participant could receive under the Officer Incentive Plan was capped at 200% of such participant’s target incentive.

Corporate Performance GoalPayout Formula(2)WeightActual AchievementPayout PercentageWeighted Payout Percentage
Revenue•Less than threshold achievement ($4,555.3 million): no payout•Target achievement ($4,795 million): 100% payout•Maximum achievement ($5,274.5 million or above): 200% payout80%$4,868.8 million100.8%80.6%
Non-GAAP Income from Operations(1)•Less than threshold achievement ($1,395 million): no payout •Target achievement ($1,860 million): 100% payout•Maximum achievement ($2,046 million): 200% payout20%$1,967.2 million109.8%22.0%
Total102.6%

(1) Non-GAAP Income from Operations is a non-GAAP financial measure, which represents the GAAP income (loss) from operations excluding stock-based compensation expense and related payroll taxes, expenses related to charitable donation of common stock, impairment of assets, acquisition-related expenses, and litigation settlements, net. We exclude stock-based compensation expenses, expenses related to charitable donation of common stock, and impairment of assets, because they are non-cash in nature and excluding this expense provides meaningful supplemental information regarding our operational performance and allows investors the ability to make more meaningful comparisons between our operating results and those of other companies. We exclude the amount of employer payroll taxes related to employee stock plans, which is a cash expense, in order for investors to see the full effect that excluding stock-based compensation expense had on our operating results. In particular, this expense is dependent on the price of our common stock and other factors that are beyond our control and do not correlate to the operation of the business. We view acquisition-related expenses when applicable, such as amortization of acquired intangible assets, transaction costs, and acquisition-related retention payments that are directly related to business combinations, as events that are not necessarily reflective of operational performance during a period. Restructuring expenses are expenses associated with a formal restructuring plan and may include employee notice period costs, severance payments, and other related expenses. We exclude these restructuring expenses because they are distinct from ongoing operational costs and we do not believe they are reflective of our current and expected future business performance and operating results. We exclude significant litigation settlements, net of amounts covered by insurance, that we deem not to be in the ordinary course of our business. In particular, we believe the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses and assist in the comparison with the results of other companies in the industry.

(2) Payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 20% payout funding would occur for each 1% (6% in the case of non-GAAP Income from Operations) of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 20% payout funding for each 2% (6% in the case of non-GAAP Income from Operations) of achievement above target, in each case with linear interpolation between such levels.

The Compensation Committee assessed the corporate performance goal achievement following the end of fiscal 2026 and approved payouts under the Officer Incentive Plan based solely on our performance relative to the corporate performance goals and our payout methodology described above. Accordingly, each of our NEOs received the following aggregate cash incentive bonus payments under the Officer Incentive Plan for fiscal 2026.

ExecutiveIncentive Amount PaidPercentage of Target Incentive
Eric S. Yuan$295,488102.6%
Michelle Chang$535,572102.6%
Aparna Bawa$226,233102.6%
Velchamy Sankarlingam$230,795102.6%

Equity Awards

Form of Awards. For fiscal 2026, the Compensation Committee determined RSUs to be the most appropriate incentive structure for our executive officers to deliver meaningful incentives that align our named executive officers’ interests with those of our stockholders by providing a return directly in line with our stock price. The Compensation Committee granted performance-vesting RSU awards during fiscal 2026. RSUs cover fewer shares than stock options, minimize dilution to stockholders, are straightforward and understandable to our employees, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. Time-vesting RSU awards encourage retention through vesting over the recipient’s continued employment with us, while performance-vesting RSU awards incentivize and reward our executive officers for achieving pre-determined levels of performance.

Grant Date Timing. We generally grant equity awards on fixed dates determined in advance, although there may be occasions when grants are made on other dates, such as new hires or other special circumstances. The timing of equity award grants to our executive officers is not coordinated in a manner that intentionally benefits our executive officers. The Company does not grant stock options, stock appreciation rights, or similar instruments with option-like features and has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

Targeted Grant Value and Resulting Shares. The Compensation Committee typically approves a target dollar-denominated grant value for each equity award, which is then translated into the number of RSUs that are granted. We generally determine the number of RSUs underlying each grant by dividing the RSU target grant value by our average closing price over the 30-trading day period ending 14 calendar days prior to the grant date. The Compensation Committee generally uses a historical average closing market price to determine the number of shares subject to each equity award, rather than a single day stock price on the date of grant to provide a stabilized stock value less susceptible to possible swings in the market. The Compensation Committee understands that using a historical average stock price can result in the ultimate grant date fair value of an award as required to be reported in the Summary Compensation Table and the Grants of Plan-Based Awards table under ASC 718 being higher or lower than the target grant value but has considered this, in consultation with Aon, and determined that the process described above is the most appropriate as a general practice for us at this time.

Equity Grant Programs. We generally grant equity awards to our named executive officers under the same programs and methodology that apply to all employees across our organization, which we believe builds trust, transparency, and teamwork. Our equity programs continue to evolve, and our Compensation Committee continues to evaluate the most appropriate compensation programs to attract and retain employees and motivate and reward them for our long-term performance.

New Hire Awards, Refresh Awards and Transition to Annual Refresh Program. We have typically granted equity awards upon an executive officer’s commencement of employment or promotion that vest over a four-year period, followed by four-year ‘‘refresh’’ grants when these awards are substantially or fully vested, or otherwise not providing sufficient retention and incentive for our employees.

In fiscal 2026, we announced our transition to an annual equity grant refresh program beginning in fiscal 2027. These annual refresh awards will be approximately one-fourth the size of the previous refresh grants that were made under the four-year program, but will still vest over four years. To assist filling in the gap in value while older refresh grants continue to vest and new annual grants build in value, we expect to grant transition awards of varying sizes and vesting schedules depending on when an employee’s four-year refresh grant's last vesting date is scheduled

to occur. Mr. Yuan received a transition grant in the first quarter of fiscal 2027 as part of the transition to the annual refresh program.

Annual Performance-Vesting RSU Bonus Awards. In April 2025, we granted the annual RSU bonus awards entirely in the form of performance-vesting RSU awards. These awards are intended to supplement our annual cash incentive program, are eligible to vest after one year (if performance goals are met) and therefore are sized significantly smaller than new hire and ‘‘refresh’’ awards. In fiscal 2026, we decreased the size of the performance-vesting RSUs in favor of an increased cash incentive program. The Compensation Committee designed the performance-vesting RSU awards to align closely to our strategy to drive revenue growth and operating performance and leverage. As such, the Compensation Committee adopted annual revenue and non-GAAP income from operations as the performance metrics applicable to the performance-vesting RSU awards. The Compensation Committee structured these metrics to be the same as those used under our Officer Incentive Plan due to their importance to our business and because the awards were intended to supplement our annual incentive program, to provide further incentive to our employees to deliver results. While target levels of achievement of the performance metrics were the same as under the Officer Incentive Plan, the Compensation Committee made two changes for the performance-vesting RSUs: it raised the threshold level of achievement necessary for any RSUs to vest, and it capped payout at 100% of target. The Compensation Committee also considered the fact that the substantial majority of equity incentives held by our named executive officers consisted of long-term equity incentives, which provided an appropriate balance to short-term incentive opportunities.

The performance-vesting RSU awards granted to each of our NEOs (excluding Ms. Chang) reflect amounts that, when combined with the annual target cash incentive opportunity, make these NEOs’ annual incentive compensation more competitive with those offered by our peer companies. To promote fairness and teamwork, our Compensation Committee structured the size of awards to be consistent for employees at similar levels. All NEO awards reflected half of the target grant values as the annual RSU bonus awards approved in fiscal 2025. The target grant values of the annual performance-vesting RSU bonus awards granted to each of our NEOs in April 2025 are set forth in the following table. Achievement was capped at 100% of target.

ExecutiveAward Target Grant Value
Eric S. Yuan$500,000
Michelle ChangNot Eligible
Aparna Bawa$375,000
Velchamy Sankarlingam$375,000

In February 2026, the Compensation Committee evaluated the Company’s performance against the relevant metrics and determined the number of performance-vesting RSUs that are eligible to vest (the ‘‘certified RSUs’’) based on level of achievement. Each of the metrics applicable to our annual performance-vesting RSU awards, their relative weightings and payout methodology are summarized in the chart below.

Corporate Performance GoalPayout Formula(2)WeightActual AchievementPayout PercentageWeighted Payout Percentage
Revenue•Less than threshold achievement ($4,699 million): no payout•Achievement of 98% ($4,699.1 million): 60% payout•Achievement of 99% ($4,747.1 million): 80% payout•Target achievement ($4,795 million): 100% payout80%$4,868.8 million100.0%80.0%
Non-GAAP Income from Operations(1)•Less than threshold achievement ($1,822.7 million): no payout•Achievement of 98% ($1,822.8 million): 60% payout•Achievement of 99% ($1,841.4 million): 80% payout•Target achievement ($1,860 million): 100% payout20%$1,967.2 million100.0%20.0%
Total100.0%

The number of certified RSUs held by each named executive officer, as approved by the Compensation Committee, is set forth in the table below. The certified RSUs vested in full on the one-year anniversary of the grant date of the annual performance-vesting RSU awards (April 9, 2026), subject to the recipient’s continued services through such date.

ExecutiveNumber of Certified RSUs
Eric S. Yuan6,460
Michelle Changnot eligible
Aparna Bawa4,845
Velchamy Sankarlingam4,845
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.