01—Abstract
Summary
Summary of the 8-K filed June 13, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 9, 2025, Zscaler, Inc. entered into a Transition Agreement and Release with Remo Canessa in connection with his previously disclosed retirement.
Under the agreement, Mr. Canessa will remain an at-will employee through December 31, 2025 (the "Transition Period") to support the transition to the Company's new chief financial officer. During the Transition Period, Mr. Canessa will continue to receive his current regular base salary, receive a bonus for the second half of the 2025 Fiscal Year, continue vesting under applicable equity plans, and remain eligible for available Company benefit plans, unless otherwise noted in the agreement. After the Transition Period, the parties intend to enter into a Separation Agreement and Release.
In exchange for a release of claims, the Company would pay Mr. Canessa a lump sum of $750,000,a less applicable withholdings, and accelerate the vesting of 28,774 restricted stock units previously granted to him. The filing states that a copy of the Transition Agreement will be filed with the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2025.
02—Key points
Key Highlights
- Remo Canessa's retirement is being managed through a Transition Agreement and Release dated June 9, 2025.
- Mr. Canessa remains an at-will employee through December 31, 2025 to support the transition to a new chief financial officer.
- During the Transition Period, he continues to receive his current base salary and vest under applicable equity plans.
- He will receive a bonus for the second half of the 2025 Fiscal Year during the Transition Period.
- Following the Transition Period, the Company intends to pay a lump sum of $750,000, less withholdings, in exchange for a release of claims.
- The Company intends to accelerate the vesting of 28,774 restricted stock units previously granted to Mr. Canessa upon the separation.
- The full Transition Agreement will be filed with the Form 10-K for the fiscal year ended July 31, 2025.
03—Questions
Frequently Asked Questions
Why is Remo Canessa leaving Zscaler?
The filing refers to his previously disclosed retirement. The Transition Agreement is designed to support the transition to the Company's new chief financial officer.
How long will Mr. Canessa stay with the Company after the agreement?
He will continue as an at-will employee through December 31, 2025, which the filing defines as the Transition Period.
What compensation will Mr. Canessa receive during the Transition Period?
He will continue to receive his current regular base salary, a bonus for the second half of the 2025 Fiscal Year, continued vesting under applicable equity plans, and eligibility for available benefit plans, unless otherwise noted in the agreement.
What separation payments and equity benefits are contemplated?
After the Transition Period, the parties intend to sign a Separation Agreement and Release. In exchange for a release of claims, the Company would pay a lump sum of $750,000, less applicable withholdings, and accelerate the vesting of 28,774 restricted stock units.
Where can investors find the full terms of the Transition Agreement?
The filing states that a copy of the Transition Agreement will be filed with the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2025.
04—Continue