Zscaler 8-K Report, Executive Changes (Dec 2, 2024)

Zscaler, Inc. filed this Form 8-K reporting two items: an amendment to its Change of Control and Severance Policy and the retirement of its Chief Financial Officer.

On November 26, 2024, the Compensation Committee approved an amendment under which named executive officers, who are participants in the Severance Policy, become eligible for severance benefits upon a termination by the Company for reasons other than cause, death or disability that occurs outside the 12 months following a Change of Control (a "Non-COC Qualified Termination"). Previously, participants were not entitled to severance benefits in that scenario. Under the amended participation agreements, an eligible executive would receive payments equal to 50%^a of annual base salary, payable over 6 months, and immediate vesting of service-based equity awards for the shares scheduled to vest within 6 months following the termination.

On December 2, 2024, the Company announced that Chief Financial Officer Remo Canessa notified the Company of his decision to retire effective upon the appointment of a successor. The filing states that the retirement is not the result of any disagreement with the Company on its operations, policies or practices.

The Company has begun a search for a new Chief Financial Officer, and Mr. Canessa will remain with the Company through the search and transition period under terms that are still being negotiated. For investors, the filing's key points are the expanded severance protections for named executive officers outside a change-of-control window and the pending leadership transition in the finance function, which remains open until a successor is appointed and the transition terms are finalized.