Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 31, 2022, Greg Tomb accepted Zoom Video Communications, Inc.'s
(the "Company") offer to join the Company as a President, effective June 7,
2022. In connection with Mr. Tomb's appointment, on June 6, 2022, the Company's
board of directors determined that each of Ryan Azus and Janine Pelosi, who will
report to Mr. Tomb, would no longer be an executive officer, as defined under
the Securities Exchange Act of 1934, as amended, effective as of Mr. Tomb's
appointment. Mr. Azus's and Ms. Pelosi's respective titles, duties, and
responsibilities, remain unaffected by this determination.
Greg Tomb, age 57, has served as President, Zoom since June 2022. Prior to
joining Zoom, Mr. Tomb served as Vice President of Workspace, Geo and Security
Sales at Google Cloud, a cloud computing services company, from April 2021 until
June 2022. Prior to that, Mr. Tomb had been with SAP, a multinational provider
of enterprise application software and software-related services, since 2003,
serving as President of SAP Cloud Sales and GTM from March 2020 to April 2021,
as President of SAP SuccessFactors, from July 2017 to March 2020 and has held
responsibilities for SAP HANA Enterprise Cloud business and SAP's Global
Services Organization. In addition to SAP, Mr. Tomb served as Chief Executive
Officer of Vivido Labs and has held leadership positions at both Accenture
Consulting and Comergent Technologies. Mr. Tomb holds a Bachelor of Science in
Engineering from Pennsylvania State University and an M.B.A from Loyola
University of Chicago
In connection with his appointment, the Company and Mr. Tomb entered into an
offer letter, which provides for a base salary of $400,000 per year, a target
annual bonus of 8% of his base salary, and a grant of restricted stock units
("RSUs") with a target grant date value of $45,000,000, which RSUs will vest
over a four-year period, with 3.125% of the RSUs vesting twice per fiscal
quarter on the Company's regularly scheduled quarterly vesting dates (commencing
on the date of grant), subject to Mr. Tomb's continued service with the Company
through each such vesting date. The offer letter also provides for the following
severance benefits if Mr. Tomb is subject to an involuntary termination that
occurs during the period commencing three months prior to, and ending 12 months
following, the effective date of a change in control ("Change in Control
Period"): (i) the vesting of Mr. Tomb's then outstanding equity awards will be
accelerated such that 100% of such awards are deemed immediately vested and
exercisable; (ii) a lump-sum cash payment equal to six months of his
then-current base salary; and (iii) six months of COBRA premiums. If Mr. Tomb is
subject to an involuntary termination other than during a Change in Control
Period, the vesting of his then-outstanding equity awards will be accelerated
such that any portion of such awards that was scheduled to vest based on his
continued services during the 12-month period following the date of his
involuntary termination will be deemed immediately vested and exercisable.
Mr. Tomb has no direct or indirect material interest in any transaction required
to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K.
Mr. Tomb has entered into the Company's standard form of indemnification
agreement between the Company and its directors and executive officers.
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ZOOM VIDEO COMMUNICATIONS, INC. 
