When I look at our snapshot for ZM, we get 11.5%, while Factset shows 0.2%. Are we using factset data? And if not, which is correct?
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I would be curious to learn more about this as well. I have not used the field due to similar differences. A different series with controlling % (given different share classes) could be useful too if available
I thinks it's how class shares are treated. There are two share classes; A and B.
Zoom Communications (ZM) - Insider Ownership Summary
As of March 31, 2025
| Name | Position | Class A Shares | Class B Shares | Total Shares | Voting Power |
|---|---|---|---|---|---|
| Eric S. Yuan | CEO, Chairman | 83,548 | 21,620,585 | 21,704,133 | 31.6% |
| Santiago Subotovsky | Director | 169,452 | 5,080,311 | 5,249,763 | 7.4% |
| Dan Scheinman | Lead Independent Director | 5,969 | 1,664,255 | 1,670,224 | 2.4% |
| Peter Gassner | Director | 8,383 | 1,202,720 | 1,211,103 | 1.8% |
| Kelly Steckelberg | Former CFO | 140,427 | 541,285 | 681,712 | <1% |
| Velchamy Sankarlingam | President, Product & Eng | 189,715 | — | 189,715 | <1% |
| Jonathan Chadwick | Director | 1,514 | 50,000 | 51,514 | <1% |
| Aparna Bawa | COO | 34,690 | — | 34,690 | <1% |
| William R. McDermott | Director | 7,154 | — | 7,154 | <1% |
| Lieut. Gen. H.R. McMaster | Director | 7,040 | — | 7,040 | <1% |
| Cindy Hoots | Director | 5,682 | — | 5,682 | <1% |
| Janet Napolitano | Director | 2,984 | — | 2,984 | <1% |
| Michael Fenger | Director | — | — | — | <1% |
| Michelle Chang | CFO | — | — | — | <1% |
| ALL INSIDERS (13 persons) | 516,131 | 29,617,871 | 30,134,002 | 43.3% |
Ownership Percentages
| Metric | Insider Holdings | Total Outstanding | % Owned by Insiders |
|---|---|---|---|
| Class A Shares | 516,131 | 261,833,697 | 0.2% |
| Class B Shares | 29,617,871 | 42,294,470 | 70.0% |
| Total Shares | 30,134,002 | 304,128,167 | 9.9% |
| Voting Power | — | — | 43.3% |
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Thanks for sharing. Makes me think insider controlling vote % should be a factor. Appreciate the response
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I asked Calude.ai to review ZM's DEF 14A proxy statement for potential red flags, governance concerns, and evidence of obfuscation or misdirection. As always, LLM output needs review but item 2 is correct. BTW, 14A is where the insider positions were listed.
Zoom Communications (ZM) 2025 DEF 14A - Red Flag Analysis
HIGH CONCERN RED FLAGS
1. Extreme Voting Power Concentration / Founder Entrenchment
| Issue | Details |
|---|---|
| Dual-Class Structure | Class B = 10 votes vs Class A = 1 vote |
| Eric Yuan Control | 31.6% voting power with only ~7% economic ownership |
| All Insiders | 43.3% voting power with only 9.9% economic ownership |
| Combined CEO/Chairman | Yuan holds both roles, weakening board oversight |
Why This Matters: Public shareholders own ~90% of the company economically but control only ~57% of votes. Yuan can effectively block any shareholder initiative he opposes.
2. Opaque Major Shareholder - Puccini World Limited
| Issue | Details |
|---|---|
| Ownership | 9,406,815 Class B shares (22.2% of Class B) |
| Voting Power | 13.7% - third largest voting bloc |
| Disclosed Owner | "Chau Hoi Shuen Solina Holly is the sole shareholder" |
| Transparency | No further information on relationship to company or Yuan |
Why This Matters: A mystery entity controls nearly 14% of voting power. The proxy provides minimal disclosure about who this person is or their relationship to Zoom/Yuan. This is a significant governance concern.
3. Unexplained Director Non-Renewal - Janet Napolitano
| Issue | Details |
|---|---|
| Disclosure | "The Nominating and Corporate Governance Committee determined not to nominate Ms. Napolitano for re-election" |
| Explanation | None provided |
| Her Role | Member of Cybersecurity Risk Management Committee |
Why This Matters: No reason is given for not renominating a sitting director. This could indicate board conflict, disagreement with management, or other undisclosed issues.
4. Sudden CFO Departure
| Issue | Details |
|---|---|
| Kelly Steckelberg | Ceased as CFO October 7, 2024 |
| "Advisory Role" | Terminated November 26, 2024 (7 weeks later) |
| Explanation | None provided |
| Pattern | Abrupt C-suite departure with minimal transition |
Why This Matters: CFO departures can signal financial/accounting concerns. The brief "advisory" period and lack of explanation raises questions.
MODERATE CONCERN RED FLAGS
5. Excessive CEO Perquisites
| Item | Amount (FY2025) |
|---|---|
| Personal/Residential Security | $1,942,875 |
| Ground Transportation | $29,876 |
| Total "Other Compensation" | $1,972,751 |
Why This Matters: Nearly $2M in personal security is unusually high. While some security is justified, this represents 57% of Yuan's total reported compensation and dwarfs his $453K salary.
6. Non-GAAP Metrics Drive Compensation
| Issue | Details |
|---|---|
| Bonus Metrics | Revenue AND Non-GAAP Income from Operations |
| GAAP vs Non-GAAP Gap | GAAP operating income: $813M vs Non-GAAP: $1,838M |
| Difference | $1,025M in adjustments (~125% higher) |
Why This Matters: Using non-GAAP metrics for compensation can allow management to exclude unfavorable items. The large GAAP/non-GAAP gap suggests significant add-backs that benefit executive payouts.
7. Declining Say-on-Pay Support
| Year | Support Level |
|---|---|
| 2024 | 81.7% |
Why This Matters: While still passing, 81.7% is below the ~90%+ that well-governed companies typically receive. Nearly 1 in 5 shareholders voted against the compensation plan.
8. Discretionary "Refresh" Grants
| Issue | Details |
|---|---|
| Practice | Four-year "refresh" RSU awards granted at committee discretion |
| Sankarlingam FY2025 | $21.2M in stock awards (4-year refresh) |
| Chang New Hire | $23.6M package |
| Transparency | Size determined by "subjective discretion, using experience and business judgment" |
Why This Matters: Large discretionary grants without clear formulaic basis can mask pay-for-non-performance.
LOWER CONCERN / WATCH ITEMS
9. Board Attendance & Engagement
| Issue | Details |
|---|---|
| Annual Meeting Attendance | Only 5 of 9 directors attended 2024 meeting |
| Reason | "Pre-existing scheduling conflicts" |
Why This Matters: Directors unable to attend the annual meeting raises questions about engagement.
10. Long-Tenured "Independent" Directors
| Director | Since | Years |
|---|---|---|
| Dan Scheinman | 2013 | 12 years |
| Santiago Subotovsky | 2014 | 11 years |
| Peter Gassner | 2015 | 10 years |
Why This Matters: Directors with 10+ years of tenure and significant equity holdings may have compromised independence despite technical "independent" status.
11. Ongoing Derivative Litigation
| Issue | Details |
|---|---|
| Case | In re Zoom Video Communications Inc. Stockholder Derivative Litigation |
| Status | Settlement pending final court approval |
| Details | Minimal disclosure in proxy |
Why This Matters: Derivative litigation against officers and directors suggests past governance failures.
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Definitely 2 extremely different stories depending on the tabulation