Tien Tzuo
About Tien Tzuo
Tien Tzuo (age 57) joined Amplitude’s board in February 2025 and is nominated as a Class I director for a term through the 2028 Annual Meeting. He is the founder and Chief Executive Officer of Zuora, and previously served as Chief Marketing Officer and Chief Strategy Officer at Salesforce; he holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Stanford University . He served on Zuora’s board since 2007 (public until its acquisition in February 2025) and was a director of Vonage from July 2020 until its acquisition by Ericsson in July 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce, Inc. | Chief Marketing Officer; Chief Strategy Officer | CMO: 2003–2005; CSO: 2005–2008 | Oversaw design/launch of Salesforce’s first 17 releases |
| Zuora, Inc. | Founder & Chief Executive Officer; Director | CEO: since Nov 2007; Director: since 2007 | Led monetization platform; company public Apr 2018–Feb 2025 (acquired Feb 2025) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zuora, Inc. | Director | Since 2007 | Public until acquired Feb 2025 |
| Vonage Holdings Corp. | Director | Jul 2020–Jul 2022 | Acquired by Ericsson July 2022 |
Board Governance
- Board class/tenure: Tzuo is a Class I director nominee (term through 2028); the board is staggered; Elisa Steele will resign after the 2025 Annual Meeting, reducing board size from 10 to 9 .
- Independence: Board determined all directors except Skates and Liu are independent under Nasdaq rules; independence analysis considered ordinary-course transactions with Confluent, Entrata, and Zuora; Tzuo was affirmed independent including for committee service .
- Committee assignments: Audit Committee member (post-meeting composition: Gill—Chair, Grady, Tzuo); Nominating & Corporate Governance Committee member (post-meeting composition: Schultz—Chair, Tzuo) .
- Board leadership: CEO Spenser Skates serves as Chair; James Whitehurst is Lead Independent Director with executive session oversight .
- Meeting cadence: 2024 Board met 7 times; Audit (5), Compensation (4), Nominating (4), Cybersecurity (2). Each director (serving in 2024) attended ≥75% of board and committee meetings; Tzuo joined in 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $30,000 | Paid quarterly, pro-rated for partial quarters |
| Audit Committee (member, non-chair) | $10,000 | Paid quarterly; Tzuo appointed as member |
| Nominating & Corporate Governance Committee (member, non-chair) | $4,000 | Paid quarterly; Tzuo appointed as member |
| Optional RSU in lieu of cash | Formula-based | Directors may elect to receive cash retainers in fully vested RSUs using 30-day average price; granted after quarter-end |
Performance Compensation
| Equity Award | Grant Value/Formula | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial RSU grant on appointment | $525,000 ÷ 30-day average price | 1/3 annually on grant anniversaries, subject to service | Full acceleration at change-in-control |
| Annual RSU grant (after initial fully vests within 12 months of an annual meeting) | $175,000 ÷ 30-day average price | Full vesting on earlier of 1st anniversary or next annual meeting | Full acceleration at change-in-control |
| RSU deferral election | Available | Directors may defer RSUs to fixed date, termination of service, or change-in-control | N/A |
Other Directorships & Interlocks
| Company | Relationship to AMPL | Independence/Conflict Handling |
|---|---|---|
| Zuora (CEO/Director) | Ordinary-course transactions referenced in independence review | Board affirmed Tzuo’s independence; Audit Committee oversees related-person transactions |
| Vonage (former Director) | None currently (company acquired) | No ongoing interlock risk disclosed |
Expertise & Qualifications
- Founder-CEO (Zuora) with deep monetization, product subscription strategy, and enterprise go-to-market experience; prior senior strategy/marketing leadership at Salesforce .
- Recognized operator and marketer; press release emphasizes strategic marketing and category-building expertise .
- Technical and business credentials: B.S. Electrical Engineering (Cornell), M.B.A. (Stanford) .
Equity Ownership
| Holder | Class A Shares | % of Class A | RSUs Vesting within 60 Days | Notes |
|---|---|---|---|---|
| Tien Tzuo | 51,210 | <1% | 398 | Beneficial ownership as of April 15, 2025 |
- Anti-hedging/pledging: Company policy prohibits short sales, hedging/monetization, and pledging absent Compliance Officer approval; margin accounts prohibited .
Say-on-Pay & Shareholder Signals
| Item | Outcome |
|---|---|
| 2025 Annual Meeting – Tzuo election results | 168,334,413 For; 9,184,611 Withheld; 13,173,138 Broker non-votes |
| 2025 Say-on-Pay (NEO compensation) | 174,234,197 For; 2,940,604 Against; 344,223 Abstentions; 13,173,138 Broker non-votes |
| Prior Say-on-Pay (2024 meeting on 2023 program) | 89.57% support; Compensation Committee did not make fundamental changes for 2024 |
Governance Assessment
-
Strengths
- Independent director with dual committee roles (Audit; Nominating & Governance), enhancing oversight of financial reporting, cybersecurity risk oversight via Audit, and board composition/effectiveness via Nominating .
- Strong shareholder support for his election; robust Say-on-Pay approval indicates investor confidence in compensation oversight processes he helps steward indirectly .
- Director compensation structure aligns with shareholder value via substantial equity awards and optional equity in lieu of cash; anti-hedging/pledging policy supports alignment .
-
Watch items / potential conflicts
- Ordinary-course transactions with Zuora were considered in independence determinations; continued monitoring via Audit Committee related-person transaction policy remains prudent .
- Staggered board structure may reduce accountability in contested situations (general governance feature) .
- Change-in-control full acceleration for director equity could be viewed as investor-unfriendly by some shareholders; ensure rationale and market benchmarking are communicated .
-
Engagement and attendance
- 2024 attendance thresholds were met by serving directors; Tzuo joined in 2025—monitor attendance across Audit and Nominating committees going forward .
Overall, Tzuo brings relevant subscription monetization and enterprise marketing expertise with confirmed independence and meaningful committee service. Continued transparency on any Zuora-related dealings and careful stewardship of director equity acceleration terms will help maintain investor confidence .