Pay vs Performance Disclosure - USD ($) | 12 Months Ended |
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Pay vs Performance Disclosure | | | | |
Pay vs Performance Disclosure, Table | Fiscal Year (1) Summary Compensation Total for PEO ($) (2) Compensation actually paid to PEO (3) ($) Average Summary Compensation Total for Non-PEO NEOs ($) (2) Average Compensation Actually Paid to Non-PEO NEOs (3) ($) Value of initial fixed $100 investment based on: Net Loss ($000s) Company-Selected Financial Measure: Net ARR Increase ($000s) (6) Zuora Total Stockholder Return (4) ($) Peer group Total Stockholder Return (5) ($) 2024 8,787,500 10,154,466 4,628,907 4,196,628 62 219 (68,193) 38,104 2023 5,517,000 (1,638,716) 6,408,012 789,420 54 146 (197,970) 51,121 2022 7,424,000 8,833,317 4,296,700 5,173,371 113 173 (99,425) 51,922 2021 2,206,055 2,460,719 1,946,322 1,456,795 100 137 (73,174) 27,768 | | | |
Company Selected Measure Name | annual recurring revenue net growth (Net ARR Increase) | | | |
Named Executive Officers, Footnote | Tien Tzuo served as the Company's Principal Executive (our PEO) for the entirety of all four fiscal years presented. Our non-PEO NEOs for the indicated fiscal years were as follows: – Fiscal 2024: Todd McElhatton, Robert Traube, Andrew Cohen, Peter Hirsch – Fiscal 2023: Todd McElhatton, Robert Traube, Andrew Cohen, and Sridhar Srinivasan – Fiscal 2022: Todd McElhatton, Robert Traube, Sridhar Srinivasan, and Jennifer Pileggi – Fiscal 2021: Todd McElhatton, Robert Traube, Jennifer Pileggi, Brent Cromley, Tyler Sloat, and Paolo Battaglini | | | |
Peer Group Issuers, Footnote | The TSR Peer Group consists of S&P 500 Information Technology Index. This calculation assumes that $100 was invested in this index on January 31, 2020, (aligned with the period used in footnote 4 above). | | | |
PEO Total Compensation Amount | $ 8,787,500 | $ 5,517,000 | $ 7,424,000 | $ 2,206,055 |
PEO Actually Paid Compensation Amount | $ 10,154,466 | (1,638,716) | 8,833,317 | 2,460,719 |
Adjustment To PEO Compensation, Footnote | Amounts reported in these columns represent the compensation actually paid to our PEO and our non-PEO NEOs for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: Deductions Additions Fiscal Year Summary Amounts Value of Any Awards Forfeited During the Fiscal Year Value of Stock Awards Granted During the Year, Outstanding and Unvested at Year-End Change in Value of Stock Awards Granted in Any Prior Year, Outstanding and Unvested at Year-End Value of Stock Awards Granted and Vested in the Same Year Change in Value of Stock Awards Granted in any Prior Year Vested During the Year Compensation Principal Executive Officer 2024 8,787,500 7,950,000 0 4,798,509 2,706,990 1,509,658 301,809 10,154,466 2023 5,517,000 4,563,000 0 2,376,000 (3,326,826) 0 (1,641,890) (1,638,716) 2022 7,424,000 6,393,000 0 5,600,552 382,509 1,357,089 462167 8,833,317 2021 2,206,055 1,624,245 0 1,958,279 (43,345) 311,103 (347,128) 2,460,719 Average for non-PEO NEOs 2024 4,628,907 3,973,270 96,573 2,486,711 224,937 712,776 213,141 4,196,628 2023 6,408,012 5,686,688 0 2,417,249 (1,926,517) 460,531 (883,168) 789,420 2022 4,296,700 3,578,100 0 3,133,716 412,564 639,966 268,525 5,173,371 2021 1,946,322 1,497,717 530,461 1,560,226 (17,994) 201,497 (205,077) 1,456,795 In calculating "compensation actually paid" to the PEO and Non-PEO NEOs, we determined the fair value of outstanding, vested and forfeited equity awards in the applicable year in accordance with SEC rules and computed in a manner consistent with ASC 718. The fair value of RSUs is based on the stock price on the relevant measurement date. The fair value of PSUs is computed based on the probable outcome of achievement of the applicable performance conditions as of the relevant measurement date, which is deemed to be achieved for the first and second tranches (first tranche for Mr. Hirsh). Valuation assumptions used to calculate PSU fair values did not materially differ from those disclosed at the time of grant or modification, as applicable, except for the stock price. Stock options are valued using a Black-Scholes model as at the relevant measurement date, using assumptions consistent with those used for the grant date fair value purposes. Average non-PEO NEO values for 2024 include the value of RSUs granted to Messrs. McElhatton and Traube in exchange for underwater options, which underwater options were exchanged for new RSUs at an approximately value-neutral accounting ratio of 2.9 option shares for 1 RSU share. Please see footnote 1 for the non-PEO NEOs included in the average for each indicated fiscal year. | | | |
Non-PEO NEO Average Total Compensation Amount | $ 4,628,907 | 6,408,012 | 4,296,700 | 1,946,322 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,196,628 | 789,420 | 5,173,371 | 1,456,795 |
Adjustment to Non-PEO NEO Compensation Footnote | Amounts reported in these columns represent the compensation actually paid to our PEO and our non-PEO NEOs for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: Deductions Additions Fiscal Year Summary Amounts Value of Any Awards Forfeited During the Fiscal Year Value of Stock Awards Granted During the Year, Outstanding and Unvested at Year-End Change in Value of Stock Awards Granted in Any Prior Year, Outstanding and Unvested at Year-End Value of Stock Awards Granted and Vested in the Same Year Change in Value of Stock Awards Granted in any Prior Year Vested During the Year Compensation Principal Executive Officer 2024 8,787,500 7,950,000 0 4,798,509 2,706,990 1,509,658 301,809 10,154,466 2023 5,517,000 4,563,000 0 2,376,000 (3,326,826) 0 (1,641,890) (1,638,716) 2022 7,424,000 6,393,000 0 5,600,552 382,509 1,357,089 462167 8,833,317 2021 2,206,055 1,624,245 0 1,958,279 (43,345) 311,103 (347,128) 2,460,719 Average for non-PEO NEOs 2024 4,628,907 3,973,270 96,573 2,486,711 224,937 712,776 213,141 4,196,628 2023 6,408,012 5,686,688 0 2,417,249 (1,926,517) 460,531 (883,168) 789,420 2022 4,296,700 3,578,100 0 3,133,716 412,564 639,966 268,525 5,173,371 2021 1,946,322 1,497,717 530,461 1,560,226 (17,994) 201,497 (205,077) 1,456,795 In calculating "compensation actually paid" to the PEO and Non-PEO NEOs, we determined the fair value of outstanding, vested and forfeited equity awards in the applicable year in accordance with SEC rules and computed in a manner consistent with ASC 718. The fair value of RSUs is based on the stock price on the relevant measurement date. The fair value of PSUs is computed based on the probable outcome of achievement of the applicable performance conditions as of the relevant measurement date, which is deemed to be achieved for the first and second tranches (first tranche for Mr. Hirsh). Valuation assumptions used to calculate PSU fair values did not materially differ from those disclosed at the time of grant or modification, as applicable, except for the stock price. Stock options are valued using a Black-Scholes model as at the relevant measurement date, using assumptions consistent with those used for the grant date fair value purposes. Average non-PEO NEO values for 2024 include the value of RSUs granted to Messrs. McElhatton and Traube in exchange for underwater options, which underwater options were exchanged for new RSUs at an approximately value-neutral accounting ratio of 2.9 option shares for 1 RSU share. Please see footnote 1 for the non-PEO NEOs included in the average for each indicated fiscal year. | | | |
Compensation Actually Paid vs. Total Shareholder Return | | | | |
Compensation Actually Paid vs. Net Income | | | | |
Compensation Actually Paid vs. Company Selected Measure | | | | |
Total Shareholder Return Vs Peer Group | | | | |
Tabular List, Table | Performance Metrics Net ARR Increase Non-GAAP Income from Operations | | | |
Total Shareholder Return Amount | $ 62 | 54 | 113 | 100 |
Peer Group Total Shareholder Return Amount | 219 | 146 | 173 | 137 |
Net Income (Loss) | $ (68,193,000) | $ (197,970,000) | $ (99,425,000) | $ (73,174,000) |
Company Selected Measure Amount | 38,104,000 | 51,121,000 | 51,922,000 | 27,768,000 |
PEO Name | Tien Tzuo | | | |
Additional 402(v) Disclosure | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO Tien Tzuo and (ii) the average of the total compensation reported in the Summary Compensation Table in this Proxy Statement for the indicated fiscal year in the case of the non-PEO NEOs. Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our Class A common stock on January 31, 2020, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. Relationship Between Pay and Performance "Compensation actually paid" in the tables above is calculated pursuant to SEC rules and reflects cash compensation actually paid as well as changes to the fair values of equity awards during the applicable fiscal years based on year-end or vesting date stock prices, various accounting valuation assumptions, and projected performance modifiers, and does not reflect the actual amounts earned by our NEOs. Compensation actually paid fluctuates annually largely due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals. Because "compensation actually paid" set forth in the tables above does not reflect the actual amount earned by our NEOs, we do not use this measure for understanding how NEO pay aligns with our company performance. For a discussion of how our compensation committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see Compensation Discussion and Analysis in this Proxy Statement and in our proxy statements filed for fiscal 2021, 2022, and 2023. The following graphs show the relationship of compensation actually paid, as calculated under the SEC rules, to our PEO and non-PEO NEOs for our fiscal years 2021, 2022, 2023, and 2024 to (1) total stockholder return of both our Class A common stock and the S&P 500 Information Technology Index, (2) our net income (loss), and (3) our Net ARR Increase. | | | |
Measure:: 1 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Net ARR Increase | | | |
Non-GAAP Measure Description | We determined annual recurring revenue net growth (Net ARR Increase) to be the most important financial performance measure used to link company performance to "compensation actually paid" to our PEO and non-PEO NEOs. ARR, which we report in our periodic reports on Form 10-K and Form 10-Q, measures the recurring revenue generated from our business. "Net ARR Increase" is the dollar increase in ARR for the fiscal year in question over the ARR amount as of the end of the prior fiscal year. Net ARR Increase had a 50% weighting among the performance measures used to determine annual bonuses under the Fiscal 2024 Bonus Plan and were also used for the PSU performance metrics, as modified in fiscal 2024. | | | |
Measure:: 2 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Non-GAAP Income from Operations | | | |
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ (7,950,000) | $ (4,563,000) | $ (6,393,000) | $ (1,624,245) |
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 4,798,509 | 2,376,000 | 5,600,552 | 1,958,279 |
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 2,706,990 | (3,326,826) | 382,509 | (43,345) |
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 1,509,658 | 0 | 1,357,089 | 311,103 |
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 301,809 | (1,641,890) | 462,167 | (347,128) |
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (3,973,270) | (5,686,688) | (3,578,100) | (1,497,717) |
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 2,486,711 | 2,417,249 | 3,133,716 | 1,560,226 |
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 224,937 | (1,926,517) | 412,564 | (17,994) |
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 712,776 | 460,531 | 639,966 | 201,497 |
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 213,141 | (883,168) | 268,525 | (205,077) |
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ (96,573) | $ 0 | $ 0 | $ (530,461) |