We will hold the Annual Meeting for the following purposes, which are more fully described in the Proxy Statement for our Annual Meeting (Proxy Statement):

The Notice of Internet Availability of Proxy Materials (Notice), this Proxy Statement, for the Annual Meeting (Proxy Statement), and the accompanying form of proxy were first distributed and made available on the Internetinternet to stockholders on or about May 11, 2021.16, 2023. The Notice of Internet Availability of Proxy Materials provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

In accordance with rules of the U.S. Securities and Exchange Commission (SEC),SEC, we are using the Internetinternet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet.internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.

Only holdersStockholders of record and beneficial owners (who have obtained a legal proxy) of our Class A common stock and Class B common stock at the close of business on April 28, 2021, the Record Date,May 8, 2023 will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 111,254,560129,129,616 shares of Class A common stock and 10,939,9728,120,844 shares of Class B common stock outstanding and entitled to vote.

In order to hold the Annual Meeting, there must be a quorum, which means that the holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting. Your shares are counted as present at the Annual Meeting if you attend and vote your shares at the Annual Meeting or if you have properly submitted a proxy.

For ten days prior to the Annual Meeting, a list of registered stockholders eligible to vote at the Annual Meeting will be available for examination by our stockholders for any purpose relevant to the meeting at our principal executive offices at 101 Redwood Shores Parkway, Redwood City, California 94065.94065 during ordinary business hours. The list of registered stockholders will also be available to our stockholders during the Annual Meeting through our virtual meeting platform.

In deciding all matters at the Annual Meeting, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (a) shares held directly in your name as the stockholder of record and (b) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Each Class IIIII director will be elected by a plurality of the number of votes cast, which means that the twothree individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL” nominees, “WITHHOLD ALL” authority to vote for any nominee, or “FOR ALL EXCEPT” the nominee you specify. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 20222024, will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers (NEOs) will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Abstentions (shares present at the Annual Meeting and marked “abstain”) are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon.

Our Board of Directors recommends that you vote “FOR ALL” Class IIIII director nominees named in this Proxy Statement (Proposal No. 1), “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 20222024 (Proposal No. 2), and “FOR” the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers,NEOs, as disclosed in this Proxy Statement (Proposal No. 3). None of our directors or executive officers has any substantial interest in any matter to be acted upon, other than Proposal No. 3 and elections to officeour directors with respect to Proposal 1 (director nominee elections) and our executive officers with respect to Proposal 3 (advisory vote on the directors so nominated.compensation to our NEOs).

If you are a stockholder of record or a beneficial holder with a legal proxy, you may:

Unless you plan to vote at the Annual Meeting, your vote must be received by 11:59 p.m. PacificEastern Time on Monday, June 21, 2021,26, 2023, in order for it to be included in the ballots cast for the proposals presented in this Proxy Statement. SubmittingFor stockholders of record, submitting your proxy throughover the Internetinternet or, if you request or receive a paper proxy card, by mail will not affect your right to vote during the Annual Meeting, should you properly register and decide to attend the Annual Meeting.

If you are a beneficial owner, i.e., not the stockholder of record, please refer to the voting instructions provided by your nominee on how to direct your nominee to vote your shares. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Three proposals will be presented at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

If you indicate a choice on your proxy card on a particular proposal to be acted upon, the shares will be voted as you indicated. If you are a stockholder of record and you return a signed proxy card but do not indicate how you wish to vote, the proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. If you do not return the proxy card, your shares will not be voted and will not be deemed present for the purpose of determining whether a quorum exists.

If your shares are registered in more than one name or are registered in different accounts, you will receive a proxy card for each such registered name or account. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card throughover the Internetinternet or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign and return each proxy card you received to ensure that all of your shares are voted.

We will pay the expenses of soliciting proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. In addition, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and will be published in a Current Report on Form 8-K, which we expect to file with the SEC within four business days of the Annual Meeting.

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives for the benefit of our stockholders. Our commitment to good corporate governance is reflected in the practices of our Board of Directors and its committees, as described below.

Our Board of Directors believes it is important to have flexibility in selecting the leadership structure for our chairmanChairman and board leadership structure.Board. Accordingly, our Corporate Governance Guidelines allow for the positions of chairmanChairman and chief executive officer (CEO) to be held by the same person. TheEach year, our Board of Directors believesevaluates whether its leadership structure is appropriate to effectively address the specific needs of our business and the long-term interests of our stockholders. Our Board has determined that itMr. Tzuo is currently in the best interest of Zuora and its stockholders for Tien Tzuowell qualified to serve in both roles.the combined role of Chairman of the Board and CEO. While our independent directors bring experience, oversight, and expertise from outside Zuora, Mr. Tzuo co-founded and has led Zuora since November 2007. Our Board of Directors believes that Mr. Tzuo’sbrings strategic vision forto our business his in-depthas co-founder with a broad and deep knowledge of our platform andsolution, business operations, and the software technology industry, and hiscompetitive landscape, as well as extensive experience in serving as our Chief Executive Officer since 2007 make him well qualified to serveCEO. In addition, Mr. Tzuo's service as both our Chairman and Chief Executive Officer.CEO enables decisive leadership, ensures clear accountability and enhances the Board's ability to focus on the issues most strategic to Zuora.

Our Corporate Governance Guidelines provide that, when the positions of chairperson and chief executive officer are held by the same person, our Board of Directors will designate a “lead independent director”“Lead Independent Director” by a majority vote of the independent directors. Magdalena Yesil has served as our Lead Independent Director sincefrom March 2018. 2018 until March 1, 2022, when Jason Pressman was appointed as our Lead Independent Director. Mr. Pressman was selected as our Lead Independent Director because of his extensive experience with Zuora and his corporate finance and technology expertise gained in the venture capital industry serving on the boards of directors of various technology companies.

The responsibilities of our Lead Independent Director include:

The listing rules of the New York Stock Exchange generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors conducts an annual review of the independence of our directors. In its most recent review, our Board of Directors determined that Omar P. Abbosh, Sarah R. Bond, Peter Fenton,Laura Clayton McDonnell, Kenneth A. Goldman, Amy Guggenheim Shenkan, Timothy Haley, Joseph Osnoss, Jason Pressman, and Magdalena Yesil, representing all of our current directors other than our CEO, Tien Tzuo, are “independent directors” as defined under the applicable listing standards of the New York Stock Exchange and the applicable rules and regulations promulgated by the SEC. Our Board of Directors has also determined that all members of our Audit Committee, Compensation Committee, and Governance Committee are independent and satisfy the relevant SEC and New York Stock Exchange independence requirements for such committees.

Pursuant to the Annual Meeting. Mr. Fenton has served onterms of an investment agreement (Investment Agreement) among Zuora and certain affiliates of Silver Lake Group, L.L.C. (Silver Lake) entered into in March 2022, Silver Lake became entitled to designate one individual to our Board since December 2007,of Directors as long as Silver Lake or its affiliates beneficially own shares of our Class A common stock (assuming conversion of the notes and we are grateful for his long-standing dedicationexercise of the warrants) representing at least four percent (4%) of the outstanding shares of our Class A common stock and contributionsClass B common stock (assuming conversion of the notes and exercise of the warrants).

Our Board of Directors has determined that Mr. Goldman is an “Audit Committee financial expert” as defined in SEC regulations. Our Audit Committee is responsible for, among other things:

Our Board of Directors, as a whole, has responsibility for risk oversight, althoughand the standing committees of our Board of Directors oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our Board of Directors and its committees is supported by our management reporting processes.processes and our Board encourages management to promote a culture that manages risk in day-to-day operations. Our management reporting processes are designed to provide our Board of Directors and our personnel responsible for risk assessment with visibility into the

Each committee of our Board of Directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus. Our Audit Committee reviews our major financial risk exposures, our internal controls over financial reporting, our disclosure controls and procedures and legal and regulatory compliance, and, among other things, discusses with management and our independent auditor risk assessment andIn particular, each committee has the respective oversight responsibilities regarding risk management matters. Our Audit Committee also reviews matters relatingset forth below.

In addition to cybersecuritythe respective oversight responsibilities regarding risk management for each committee, information technology and data privacy and security, and reports toparticularly cybersecurity, is a top area of focus for our Board of Directors, which views our diligence in these areas as essential for the success of our company. Our management team provides regular information technology and cybersecurity updates to our Audit Committee and Board, including metrics regarding such matters. Our Compensation Committee evaluates our major compensation-relatedcyber threat response preparedness, program maturity milestones, risk exposuresmitigation status, and the steps management has taken to monitor or mitigate such exposures. Our Governancecurrent and emerging threat landscape. In addition, the Audit Committee assesses risks relating to our corporate governance practices and the independence of our Board of Directors andperiodically reviews and discussesprovides input regarding the narrative disclosure regarding our Boardlevel of Directors’ leadership structure and role ininformation security risk oversight. We believe this division of responsibilities is an effective approach for addressing the risksinsurance coverage we face and that our Board leadership structure supports this approach.maintain.

Our Board of Directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During the fiscal year ended January 31, 2021 (fiscal 2021),2023, our Board of Directors met fiveeight times, the Audit Committee met eight11 times, the Compensation Committee met four times, and the Governance Committee met fourthree times. During fiscal 2021, each member2023, nine of the ten members of our Board of Directors attended at least 75% (with Ms. Bond attending 67% due to scheduling conflicts) of the aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such member served that were held during the period in which such director served.

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Ourdiscussion, with our Lead Independent Director presiding during these sessions. Ms. Yesil isserved as our Lead Independent Director until Mr. Pressman's appointment to that role on March 1, 2022.

The members of our Compensation Committee during fiscal 20212023 were Mr. Haley, Ms. Clayton McDonnell, and Mr. Pressman. None of the members of our Compensation Committee in fiscal 20212023 were at any time during fiscal 20212023 or at any other time an officer or employee of Zuora or any of our subsidiaries. In addition, during fiscal 2021,2023, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation Committee.

Our policy is to invite and encourage each member of our Board of Directors to be present atattend our annual meetings of stockholders. Fourstockholders, but they are not required to attend. Seven out of ten members of our Board of Directors who were then serving on the Board of Directors attended the 20202022 annual meeting of stockholders.

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board as a group, a committee of our Board of Directors, or one or more individual members of our Board (including our Chairman or Lead Independent Director, if any)Director) may do so by sending written communications addressed to: Corporate Secretary, Zuora, Inc., 101 Redwood Shores Parkway, Redwood City, California 94065. All stockholder communications we receive that are addressed to our Board of Directors will be reviewed and compiled by our Corporate Secretary and provided to the members of our Board of Directors, as appropriate. If the correspondence is not addressed to a particular director, such correspondence will be forwarded, depending on the subject matter, to the Chair of the Audit Committee, Compensation Committee, or Governance Committee. Sales materials, abusive, threatening or otherwise inappropriate materials and items unrelated to the duties and responsibilities of our Board of Directors will not be provided to our directors.

Our Insider Trading Policy prohibits our employees, including our executive officers, and members of our Board of Directors from speculating in our equity securities, including the use of short sales, “sales against the box” or any equivalent transaction involving our equity securities. In addition, they may not engage in any other hedging transactions, such as “cashless” collars, forward sales, equity swaps and other similar or related arrangements, with respect to the securities that they hold. Finally, no employee, including an executive officer, or member of our Board of Directors, may acquire, sell, or trade in any interest or position relating to the future price of our equity securities.

Our Insider Trading Policy also prohibits the pledging of our common stock by our employees, including our executive officers, and members of our Board of Directors, unless it can be demonstrated that the pledgee has the financial capacity to repay the loan without resort to the pledged securities, subject to approval by our compliance officer.

We recognize the importance of a thoughtful approach to corporate citizenship and sustainability. Our Governance Committee is responsible for overseeing our programs relating to corporate responsibility and sustainability programs, including environmental, social, and corporate governance (ESG) matters. As we continueZuora's internal ESG team is composed of a cross-functional group of leaders within Zuora. This team engages with ESG consultants to develophelp build our strategiesstrategy and practices in these areas, we are also committed to growing ourlaunch programs tothat best meet the needs of the stakeholders we serve. our stakeholders.

Our current program includes:corporate responsibility and sustainability programs include:

In 2019, weaddition to our employee charitable efforts during fiscal 2023, Zuora also launched Zuora.org, which is a partdonated $1.0 million of our company and not a separate legal entity. To date, we have issued 121,267 shares of our Class A common stock in fiscal 2023 to the Zuora Impact Fund, a donor-advised fund managed by the Tides Foundation. To date, Zuora has donated approximately $4.0 million of our common stock since our initial public offering in 2018. The Tides Foundation anduses the proceeds from this equity to make charitable donations to a wide variety of nonprofits helping communities around the world. In fiscal 2023, we expect to contribute additional shares in the future. This fund issues grantsdisbursed $1.2 million from our Impact Fund to organizations committed to providing workforce developmentfocused on inclusive entrepreneurship, youth economic opportunity, and supporting inclusive economies. During fiscal 2021, we made contributions to over 50 different funds or organizationssustainability. We also have an annual employee-matching gifts program under which the Zuora Impact Fund including to the Australian Red Cross Society, the United Nations Foundation, Rise Against Hunger, NAACP Legal Defense and Education Fund and Black Lives Matter Global Network Project. In addition to supporting our global ZEOs passions around volunteering, we support the work of our ZEOs in their communities through grantmaking and ZEOs can apply for grantsmatches up to $5,000 to support nonprofit organizations. Additionally, our Zuora Impact Fund Committee, composed of$1,000 (or international equivalent) per ZEO each year for their charitable donations, volunteer time, or a group of ZEOs from across the world, helps Zuora in its donation determinations.

Zuora is committed to avoid situations where their personal interests may, or may appear to, conflictmaintaining an active dialogue with our interests. In addition, our directors, if appropriate, are required to recuse themselves from Board discussions when their participation could be perceived as creating such a conflict.

Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the recommendation of the Governance Committee in accordance with the Committee’s charter, our restated certificate of incorporation and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our Board of Directors regarding director candidate qualifications. In recommending candidates for nomination, the Governance Committee will consider candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. In addition, the Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

With the goal of developing and maintaining a diverse, experienced and highly qualified Board of Directors, the Governance Committee is responsible for developingregularly assesses the appropriate size, composition and recommending toneeds of our Board of Directorsas well as the desired qualifications, expertise and characteristics of members of our Board of Directors, including any specific minimum qualifications that the Committee believes must be met by a Committee-recommended nominee for membership on our Board of Directors and any specific qualities or skills that the Committee believes are necessary for one or moreeach of the members of our Board of Directors to possess.

When considering nominees, the Governance Committee may taketakes into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, judgment, financial and other expertise, breadth of experience, knowledge about our business or industry, and ability to devote adequate time and effort to responsibilities of our Board of Directors in the context of its existing composition as well as legal requirements, including the California state requirements regarding Board diversity discussed above.Directors. Through the nomination process, the Governance Committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our Board of Directors’ overall effectiveness. The briefGovernance Committee will also seek appropriate input from our CEO from time to time in assessing the needs of the Board for relevant background, experience, diversity and skills of its members.

Our Board of Directors is made up of highly skilled individuals from the technology and business sectors. The matrix below summarizes our Board members' key skills as a group, and the biographical description of each director set forth in Proposal No. 1 below includes a summary of the individual experience, qualifications, attributes and skills of each of our directors that led tosupport the conclusionBoard's decision that each director should serve as a member of our Board of Directors at this time. If an individual is not listed under a particular attribute, it does not signify a director’s lack of ability to contribute in such area.

Our Board of Directors currently consists of eightten directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Mr. GoldmanAbbosh, Ms. Bond, and Mr. TzuoPressman are the Class IIIII directors standing for election at the Annual Meeting. Mr. Fenton, a current Class III director, has not been nominated for re-election. Effective immediately prior to the election of directors at the Annual Meeting, the Class III director vacancy on our Board of Directors will be eliminated and the exact number of authorized directors on the Board of Directors will be reduced to seven directors, composed of two authorized Class I directors, three authorized Class II directors and two authorized Class III directors. The terms of office of directors in Class I and Class IIIII do not expire until the annual meetings of stockholders held in 20222025 and 2023,2024, respectively. At the recommendation of our Governance Committee, our Board of Directors proposes that Mr. GoldmanAbbosh, Ms. Bond, and Mr. Tzuo,Pressman, who are currently serving as directors in Class III,II, each be elected as a Class IIIII director for a three-year term expiring at the 20242026 annual meeting of stockholders and until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal.

Shares represented by proxies will be voted “FOR ALL” nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than twothree directors. Stockholders may not cumulate votes for the election of directors.

The nominees and their ages, occupations, and lengths of service on our Board of Directors as of April 28, 2021,May 1, 2023, and current (or(and prospective) committee membership are provided in the table below and in the additional biographical descriptions set forth below the table.

The directors who are serving for terms that end following the Annual Meeting and their ages, occupations, and lengthlengths of service on our Board of Directors as of April 29, 2021May 1, 2023, and committee membership of our continuing directors are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

There are no family relationships among our directors and executive officers.

Each non-employee director was entitled to receive an annual cash retainer for service on our Board of Directors and each Committee during fiscal 20212023 as follows:

In addition to the cashOur non-employee directors receive equity compensation described above, eachfor their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Each non-employee director wasis entitled to receive RSUs under our 2018 Plan as described below. The policy and amounts described below are those that were in effect during fiscal 2021, as follows:2023.

Each non-employee director serving on our Board of Directors on June 23, 2020,21, 2022, the date of our 20202022 annual meeting, and who did not waive his or her right to compensation, was granted RSUs (2020 RSUs) having an aggregate value of $150,000$175,000 based on the closing price of our Class A common stock on the date of grant. The 2020grant, other than Mr. Osnoss, who joined our Board in March 2022 and did not meet the six-month tenure requirement. Mses. Clayton and Shenkan were granted waivers of the six month tenure requirement as their

Pursuant to the terms of our 2018 Plan, none of the equity awards described above may exceed $650,000 in a calendar year (or $900,000 in the calendar year of a non-employee director’s initial service on our Board of Directors), when combined with the cash compensation received by such non-employee director for service on our Board of Directors.

The following table provides information for fiscal 20212023 regarding all compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal 2021,2023, other than Mr. Tzuo, the Chairman of our Board of Directors and Chief Executive Officer. Mr. Tzuo is not included in the table below as he is an employee and receives no compensation for his service as director. The compensation received by Mr. Tzuo as an employee is set forth in the “Executive Compensation” section below. The compensation arrangements described below applied to all of our non-employee directors for our fiscal 2023 and there were no changes to such compensation from the prior fiscal year.

Our Audit Committee has selected KPMG LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for our fiscal year ending January 31, 20222024 (fiscal 2022)2024). KPMG LLP has audited our financial statements since 2011.

Our Audit Committee recommends that stockholders vote for ratification of its selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022,2024, which ratification requires the affirmative vote of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy at the Annual Meeting and voting “FOR” or “AGAINST” the matter. In the event that KPMG LLP is not ratified by our stockholders, the Audit Committee will review its future selection of KPMG LLP as our independent registered public accounting firm.

Representatives of KPMG LLP will be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting, if they desire to do so, and to respond to appropriate questions.

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our Audit Committee annually. In accordance with standard policy, KPMG LLP periodically rotates the individuals who are responsible for our audit.

In addition to performing the audit of our consolidated financial statements, KPMG LLP provided various other services during the fiscal years ended January 31, 20202022 and 2021.2023. Our Audit Committee has determined that KPMG LLP’s provision of these services, which are described below, does not impair KPMG LLP's independence from us. During the fiscal years ended January 31, 20202022 and 2021,2023, fees for services provided by KPMG LLP were as follows:

Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm and the fees for the services to be performed. In addition, the Audit Committee has established procedures by which the ChairpersonChair of the Audit Committee may pre-approve such services up to $50,000 per service matter or project, subject to ratification by the Audit Committee at its next regularly scheduled quarterly meeting following such approval. Services that require pre-approval include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our Audit Committee.

As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.NEOs.

This Compensation Discussion and Analysis (CD&A) describes the philosophy, objectives, and structure of our compensation program for our “named executive officers” (referred to in this Proxy Statement as “Named Executive Officers” or “NEOs”) for our fiscal year ended January 31, 2021 (fiscal 2021). 2023. This CD&A is intended to be read in conjunction with the tables immediately following this section, which provide further historical compensation information.

For fiscal 2021,2023, our Named Executive Officers were our CEO, CFO, the three other most highly compensated executive officers, our former CFO, and our former Interim CFO, as listed below:

We believe our executive compensation program is reasonable and competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining a talented leadership team and to appropriately rewardrewards them for their contributions to the business. To ensure our executive officers’ interests are aligned with those of our stockholders, a significant portion of their target total direct cash compensation opportunity each year is “at-risk” and will vary above or below target levels commensurate with our corporate and financial performance. In addition, for fiscal 2023, our Named Executive Officers receiveNEOs received a substantial amount of equity compensation in the form of RSUsPSUs and, optionsfor all NEOs except our CEO, RSUs that further strengthen their long-term alignment with the interests of our stockholders. In the case of our CEO, his fiscal 2021 equity award was delivered entirely in the form of stock options that will only deliver realized compensation in the event our share price appreciates over time. Our CEO's all-option equity structure is inherently performance-based and is intended to align with the long-term interests of our stockholders.

We emphasize at-risk"at-risk" compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results tied to pre-established goals. In addition, our variable compensation programs provide the

The following charts show the percentages of target variable pay versus target fixed pay, on an annualized basis, for our Chief Executive OfficerCEO and our other Named Executive OfficersNEOs in fiscal 2021:2023:

The percentages in the charts above represent the target compensation for theour CEO and the average target compensation for theour other Named Executive Officers, except for Messrs. Sloat and Battaglini,NEOs for fiscal 2021.2023. Long-term equity incentive compensation represents the "fair value" of our equity awards as recognized for financial reporting purposes under ASC 718 value that isand as set forth in the Summary Compensation Table below.

We have designed our executive compensation program to reward our executive officers, including our Named Executive Officers, at a level consistent with our overall strategic and financial performance and to provide remuneration sufficient to attract, retain, and motivate them to exert their best efforts in the highly-competitive, technology-oriented environments in which we operate. We believe that competitive compensation packages consisting of a combination of base salaries and annual cash bonus opportunities, andas well as long-term incentive equity awards that are earned over a multi-year period or based on specific pre-established performance metrics, enable us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executive officers with our performance and long-term value creation for our stockholders.

At our annual meeting ofOur stockholders in June 2020, our stockholders hadhave the opportunity to cast an annuala non-binding advisory vote on the compensation of our Named Executive Officers (commonly known as anamed executive officers annually (the “say-on-pay” vote)proposal). Over 98%At our 2022 annual meeting of stockholders, our stockholders approved the say-on-pay proposal, with approximately 91% of the votes cast on the proposal approved, on an advisory basis, the compensationvoting in favor of our Named Executive Officersexecutive compensation program for fiscal 2022 as disclosed in last year's proxy statement. Although the vote is non-binding, our

Our Compensation Committee considersreviews our executive compensation program annually, taking into consideration feedback from our stockholders, including the results of the prior year's say-on-pay vote, when makingas well as market conditions and input from the Compensation Committee’s independent compensation decisions, allowing our stockholders to provide input on our compensation philosophy, policies and practices.consultant. The Compensation Committee believes that our voting results reflectsreflect the company's efforts to properly align pay with performance while also aligning management and stockholder interests. Consequently,Taking into consideration the strong support for our 2022 say-on-pay vote, our Compensation Committee did not make any significant changes to our executive compensation policies and practices based on its review of the 2020 say-on-pay voting results. We value the opinions of our stockholders, and our Compensation Committee and Board of Directors will continue to consider the outcome of future say-on-pay advisory votes including the say-on-pay vote which will take place at the Annual Meeting, when making executive compensation decisions for the named executive officers.

TheOur Compensation Committee among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our executive officers, including our Named Executive Officers, except for our CEO, for whom the Compensation Committee makes recommendations to the Board and the Board makes the final determination of the CEO's compensation.program. The Compensation Committee has the authority to retain special counsel and other advisors, including compensation consultants, and has retained an independent compensation consultant, to assist in carrying out its responsibilities to determine the compensation of our executive officers. The Compensation Committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted.

At the beginning of each fiscal year, the Compensation Committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions (i) are properly coordinated, (ii) are aligned with our values and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executive officers, (iv) achieve their intended purposes, (v) are competitive with the compensation of executives in comparable positions at theour peer companies, with which we compete for executive talent, and (vi) align the interests of our executive officers with our stockholders. Following this assessment, the Compensation Committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements.

The Compensation Committee also conducts an annual review of our executive compensation strategy to ensure that it is appropriately aligned with our business strategy and achieving our desired objectives. Further, the Compensation Committee reviews market trends and changes in competitive compensation practices, as further described below. Based on its review and assessment, the Compensation Committee determines changes to our executive compensation program and, from time to time, recommends changes in our executive compensation program to our Board of Directors.

The Compensation Committee did not weigh these factors in any predetermined manner, nor did it apply any formulas in making its decisions. The members of the Compensation Committee considered this information in light of their individual experience, knowledge of our company, knowledge of each executive officer, knowledge of the competitive market, and business judgment in making their decisions regarding executive compensation and our executive compensation program.

Our CEO works closely with our CHRO and the Compensation Committee in determining the compensation of our other executive officers, including the other Named Executive Officers.NEOs. Typically, our CEO works with our CHRO and the Compensation Committee to recommend the structure of the annual bonus plan, and to identify and develop corporate performance objectives for such plan, and to evaluate actual performance against the selected measures.metrics. Our CEO also makes recommendations to the Compensation Committee as described in the following paragraph and is involved in the determination of compensation for the respective executive officers who report to him.

While the Compensation Committee considers our CEO’s recommendations, as well as the competitive market analysis prepared by its compensation consultant, these recommendations and market data serve as only two of several factors in making its decisions with respect to the compensation of our executive officers. Ultimately, the Compensation Committee applies its own business judgment and experience to determine the individual compensation elements and amount of each element for our executive officers. Moreover, no executive officer participates in (or is present during) the determination of the amounts or elements of his or her own compensation.

PursuantFor fiscal 2023, our Compensation Committee continued to retain the services of Compensia as its charter,independent compensation consultant due to Compensia's extensive analytical and compensation expertise in the software and services industry. In this capacity, Compensia has advised the Compensation Committee has the authorityon compensation matters related to engage its own legal counselour executive and other advisors, includingdirector compensation consultants, as it determines in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee.

Compensia reports to the Compensation Committee and has direct access to the Compensation Committee members including the committee Chair. Representatives of Compensia attend meetings of the Compensation Committee as requested and, alsofrom time to time, communicate with the Compensation Committee in private sessions or outside of meetings. Compensia reports to the Compensation Committee rather than to management, although Compensia may meetperiodically meets with members of management, including our CEO and members of our executive compensation staff, for purposes of gathering information and advising on proposals

The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the variousspecific independence factors as set forth in Exchange Act Rule 10C-1adopted by the SEC and the enhanced independence standards and factors set forth in the applicable listing standards of the New York Stock Exchange,NYSE, and has concluded that its relationship with Compensia is independent and and that the work of Compensia on behalf of the Compensation Committee has not raised any conflict of interest.

For purposes of comparing ourWhen considering executive compensation against the competitive market,decisions, the Compensation Committee reviews and considers thebelieves it is important to be informed as to current compensation levels and practices of a group of comparable technology companies. publicly held companies in the software and services industry, especially to understand the demand and competitiveness for attracting and retaining an individual with each NEO's specific expertise and experience.

In August 2019 (fiscal 2020),fiscal 2023, as in prior years, the Compensation Committee believed referencing competitive market data provided by Compensia, along with other factors, was important when setting total compensation for our NEOs because competition for executive management is intense in our industry and the assistanceretention of Compensia, developed and approvedour talented leadership team is critical to our success. However, while referencing the following compensation peer group for purposes of understanding the competitive market for executive talent for the purposes of fiscal 2021 compensation decisions:

The Compensation Committee reviews our compensationpeer group and the target criteria for selecting such peer group at least annually and makes adjustments to its composition as it believes are necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the compensation peer group. The Compensation Committee uses the target criteria as a guide in considering the similarity of a company in terms of industry and financial characteristics, but does not strictly adhere to such criteria in selecting the peer group, and may take into account other considerations including companies against which we may compete in hiring key talent.

Our executive officers also participate in the standard employee benefit plans available to most of our employees. In addition, our executive officers are eligible for modest post-employment (severance and change in control) payments and benefits under certain circumstances.

Each of these compensation elements, is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation and a discussion of the amounts of compensation paid to our executive officers, including our Named Executive Officers,NEOs in fiscal 2021 under each of these elements.2023, is described below.

We believe that a competitive base salary is a necessary element of our executive compensation program so that we can attract and retain a stable management team. Base salaries for our executive officers are also

Generally, we establish the initial base salaries of our executive officers through arm’s-length negotiation at the time we hire the individual executive officer, taking into account his or hertheir position, qualifications, experience, and the base salaries of our other executive officers.

We use annual bonuses paid to motivate our executive officers, including our Named Executive Officers,NEOs to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual bonuses are intended to help us deliver a competitive total direct compensation opportunity to our executive officers.NEOs. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year.

The following is a description of the metrics used in the Fiscal 20212023 Bonus Plan: