rng-20241209

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a‑11(c) or §240.14a‑2


RingCentral, Inc.
(Name of Registrant as Specified In Its Charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11(a)(2).

RINGCENTRAL, INC.

20 DAVIS DRIVE

BELMONT, CALIFORNIA 94002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 12:00 p.m., Pacific Time, on December 31, 2024

Dear Stockholders of RingCentral, Inc.:

The Annual Meeting of Stockholders (as it may be postponed, adjourned or continued from time to time, the “Annual Meeting”) of RingCentral, Inc., a Delaware corporation (the “Company”), will be held on December 31, 2024, at 12:00 p.m., Pacific Time. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/RNG2024 where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card.

The Annual Meeting will be held for the following purposes as more fully described in the accompanying proxy statement:

1. To elect the six (6) directors nominated by our board of directors and named in the proxy statement (Proposal One);

2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal Two); and

3. To approve, on an advisory and non-binding basis, executive compensation as described in this proxy statement (Proposal Three).

The board of directors of RingCentral, Inc. has fixed the close of business on November 18, 2024 as the record date for the meeting. Only stockholders of record of our Class A common stock, Class B common stock, and Series A convertible preferred stock as of the close of business on November 18, 2024 are entitled to notice of and to vote at the meeting. Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

This proxy statement and our 2023 annual report, as amended, can be accessed directly at the following Internet address: ir.ringcentral.com.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of RingCentral, Inc. and look forward to your attendance at the meeting or receiving your proxy.

By order of the Board of Directors,

Vladimir Shmunis

Chairman and Chief Executive Officer

Belmont, California

December 9, 2024

TABLE OF CONTENTS


			Page
PROCEDURAL MATTERS			1
PROPOSAL ONE - TO ELECT SIX (6 ) DIRECTORS			7
General			7
Nominees for Director			8
Vote Required			8
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			9
Director Independence			9
Leadership Structure			9
Lead Independent Director			9
Board Meetings and Committees			9
Considerations in Evaluating Director Nominees			12
Stockholder Recommendations for Nominations to the Board of Directors			13
Communications with the Board of Directors			13
Corporate Governance Guidelines and Code of Business Conduct and Ethics			13
Risk Management			14
Compensation Committee Interlocks and Insider Participation			14
Non-Employee Director Compensation			14
PROPOSAL TWO – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17
Professional Fees Paid to the Independent Registered Public Accounting Firm			17
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			18
PROPOSAL THREE – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			19
REPORT OF THE AUDIT COMMITTEE			20
EXECUTIVE OFFICERS			21
EXECUTIVE COMPENSATION			22
Compensation Discussion and Analysis			22
202 3 Executive Compensation Highlights			22
Compensation Philosophy and Objectives			23
Executive Compensation Policies and Practices			23
Compensation-Setting Process			24
Compensation Overview			25
Base Salary			26
Annual Incentive Compensation			27
Equity Compensation			28
Welfare and Other Employee Benefits			32
Perquisites			32
Post-Employment Compensation			32
Executive Employment Arrangements			33
Other Compensation Policies			37
Tax and Accounting Considerations			37
Compensation-Related Risk			38
Report of the Compensation Committee			39
Summary Compensation Table			40
Grants of Plan-Based Awards in 20 23			41
Outstanding Equity Awards at Fiscal Year-End			44

-i-


Option Exercises and Stock Vested in 202 3			45
Pension Benefits			45
Non-Qualified Deferred Compensation			45
Hedging Policy			46
Potential Payments upon Termination and upon Termination in Connection with a Change of Control			46
CEO Pay Ratio			47
Pay versus Performance Disclosure			49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			55
Equity Compensation Plan Information			58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			59
Limitation of Officer and Director Liability and Indemnification Arrangements			59
Policies and Procedures for Related Party Transactions			61
OTHER MATTERS			62
Delinquent Section 16(a) Reports			62
202 3 Annual Report and SEC Filings			64

-ii-


Nominees	Age*	Position*	Director Since
Current Directors
Vladimir Shmunis	64	Chairman and Chief Executive Officer	1999
Prat Bhatt(1)(3)	58	Director	2024
Mignon Clyburn(2)	62	Director	2020
Kenneth Goldman(1)(2)(4)	75	Director	2017
Robert Theis(1)(2)(3)	63	Director	2011
New Director Nominee
Amy Guggenheim Shenkan(5)	59	Director Nominee	—


*						As of December 9, 2024.
(1)						Member of the audit committee.
(2)						Member of the nominating and corporate governance committee.
(3)						Member of the compensation committee.
(4)						Contingent and effective upon his re-election to our board of directors, Mr. Goldman will additionally be appointed to serve as a member of our compensation committee.
(5)						In December 2024, our board of directors, at the recommendation of our nominating and corporate governance committee, nominated Ms. Shenkan to be elected as a member of our board of directors at the Annual Meeting. Contingent and effective upon her election to our board of directors, Ms. Shenkan will be appointed to serve as a member of our nominating and corporate governance committee.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Mignon Clyburn (2)	50,000	299,988	—	349,988
Arne Duncan (3)	49,731	299,988	—	349,719
Kenneth Goldman (4)	77,500	299,988	—	377,488
Michelle McKenna (5)	3,750	—	—	3,750
Ned Segal (6)	544	—	—	544
Sridhar Srinivasan (7)	—	—	—	—
Robert Theis (8)	106,458	299,988	—	406,446
Allan Thygesen (9)	70,000	299,988	—	369,988
Neil Williams (10)	80,000	299,988	—	379,988


	2023		2022
Audit Fees (1)	$	3,074,679	$	2,529,626
Audit Related Fees (2)	235,000		250,000
All Other Fees (3)	502,000		110,500
Total Fees	$	3,811,679	$	2,890,126


Box	Five9	Splunk
CrowdStrike	HubSpot	The Trade Desk
Datadog	MongoDB	Twilio
DocuSign	Okta	Veeva Systems
Dropbox	Paycom Software	Zoom Video Communications
Dynatrace


Name	2023 Base Salary	2022 Base Salary	Percent Increase (Decrease)
Vladimir Shmunis	$ 500,000 (1)	$500,000	—
Tarek Robbiati	$850,000	—	—
Mo Katibeh	$ 600,000 (2)	$600,000
Sonalee Parekh	$ 500,000 (3)	$500,000	—
John Marlow	$ 450,000 (4)	$450,000	—


Name	2023 Target Bonus Opportunity (as a % of 2023 Base Salary)	2023 Target Bonus Opportunity
Vladimir Shmunis	100%	$500,000
Tarek Robbiati	100%	$276,164
Mo Katibeh	100%	$600,000
Sonalee Parekh	100%	$500,000
John Marlow	100%	$450,000


	Revenue												Non-GAAP Operating Margin
	Q1			Q2			Q3			Q4			Q1		Q2		Q3		Q4
Target (in millions)	$	529.8		$	540.9		$	554.9		$	574.4		17.2	%	17.1	%	19.6	%	21.9	%
Achievement (% of Target)	100.7		%	99.7		%	100.6		%	99.5		%	100.0	%	113.6	%	97.8	%	93.6	%
Payout (% of Target)	107.0		%	97.1		%	105.8		%	94.6		%	100.0	%	118.3	%	100.0	%	91.2	%


Name	Intended Value of RSUs		Intended Target Value of PSUs
Vladimir Shmunis	$	9,000,000	$	9,000,000
Mo Katibeh	$	5,850,000	$	5,700,000
Sonalee Parekh	$	4,550,000	$	4,550,000
John Marlow	$	4,000,000	$	4,000,000


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($) (3)	Total ($)
Vladimir Shmunis Chief Executive Officer	2023	5,470 (4)	—	20,616,162	508,722 (5)	10,733	21,141,087
	2022	5,470	—	19,288,954	517,280	373,493	20,185,197
	2021	5,175	—	18,439,095	776,713	828	19,221,811
Tarek Robbiati Former Chief Executive Officer	2023	304,902 (6)	1,000,000	26,945,715 (7)	80,810	9,752,890	38,084,317
	2022	—	—	—	—	—	—
	2021	—	—	—	—	—	—
Mo Katibeh Former President and Chief Operating Officer	2023	37,500 (8)	—	11,225,239	316,768 (9)	6,162,844	17,742,351
	2022	206,250	—	20,373,657	563,000	214,322	21,357,229
	2021	—	—	—	—	—	—
Sonalee Parekh Former Chief Financial Officer	2023	60,000 (10)	—	10,620,399	508,728 (11)	7,583	11,196,710
	2022	147,500	—	10,666,699	298,609	192,348	11,305,156
	2021	—	—	—	—	—	—
John Marlow Chief Administrative Officer, Senior Vice President, Corporate Development, General Counsel and Secretary	2023	60,000 (12)	—	9,339,843	457,844 (13)	6,188	9,863,875
	2022	60,000	—	6,010,755	422,193	134,826	6,627,774
	2021	204,375	—	12,006,768	416,753	45,828	12,673,724


			Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date	Approval Date	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Securities Underlying Restricted Stock Units (#)	Grant Date Fair Value of Stock Awards ($)(1)
Vladimir Shmunis	5/20/2023	4/25/2023	—	—	—	4,171	129,384
	5/19/2023	5/11/2023	90,478 (2)	311,993 (3)	623,986 (4)	—	10,458,793
	5/19/2023	5/11/2023	—	—	—	311,993	9,678,023
	5/1/2023	4/25/2023	—	—	—	17,144	479,346
	2/20/2023	2/2/2023	—	—	—	932	34,456
Tarek Robbiati	8/28/2023	8/8/2023	—	210,746	—	—	6,200,147
	8/28/2023	8/8/2023	17,189 (2)	59,272 (3)	118,544 (4)	—	1,762,749
	8/28/2023	8/8/2023	—	177,817 (5)	—	—	5,231,376
	8/28/2023	8/8/2023	—	—	—	210,746	6,200,147
	8/28/2023	8/8/2023	—	—	—	237,089	6,975,158
	6/1/2023	6/1/2023	—	—	—	8,448	299,988
	2/24/2023	2/24/2023	—	—	—	7,949	276,148
Mo Katibeh	5/19/2023	5/11/2023	57,303 (2)	197,596 (3)	395,192 (4)	—	4,596,978
	5/19/2023	5/11/2023	—	—	—	202,796	6,290,732
	5/15/2023	4/25/2023	—	—	—	4,754	135,014
	5/15/2023	4/25/2023	—	—

SEC Form DEF 14A filed by RingCentral Inc.