Independent
Tenure on this board
4.3 yrs
2 nominees · 3 ballot items.
Stockholders will vote to elect two Class II directors (Brie Carere and Mike Gupta), ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and cast a non-binding advisory “say-on-pay” vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
Elect Brie Carere and Mike Gupta as Class II Directors to serve until the 2029 Annual Meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as ZipRecruiter’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory approval of the compensation paid to the Company’s Named Executive Officers, as disclosed in the proxy statement (Say-on-Pay).
This non-binding, advisory proposal asks stockholders to approve the Company’s executive compensation program as disclosed in the proxy (the Compensation Discussion and Analysis, tables and narrative). Management seeks this advisory approval to affirm that its pay practices—which emphasize a mix of base salary, revenue-tied short-term incentive payouts under the AEIP, and substantial long-term equity awards (RSUs with time-based vesting and double-trigger change-in-control protections)—are aligned with stockholder interests and support retention. The proposal is contextualized by 2025 company performance: revenue of $449.0 million produced a Company Performance Award Attainment below threshold for certain senior officers (resulting in no AEIP payout for the CEO and some executives), while other NEOs received partial AEIP awards and supplemental discretionary payments; the Compensation Committee also granted sizable RSU packages in March 2025 and continues to emphasize equity as a retention and alignment tool. The Compensation Committee’s process included use of an independent consultant (Semler Brossy), a defined peer group and revenue-based metrics for short-term awards, and established severance/change-in-control and clawback policies designed to mitigate governance and pay-for-performance risks. Because the vote is advisory and non-binding, the Board and Compensation Committee retain discretion over pay decisions, but they have committed to review and respond to any significant negative stockholder vote; historically the Company received strong support on say-on-pay (99.1% approval at the 2025 meeting). The Board recommends a FOR vote on the basis that the program aligns executive incentives with long-term stockholder value, supports retention of key leaders, and balances short-term revenue performance measures with long-term equity-based incentives. For a sophisticated evaluator, key issues to consider include the heavy reliance on equity (which can create dilution and volatility in realized pay), the AEIP’s strong linkage to revenue thresholds (which produced no Company payout for some executives in 2025), and the governance safeguards (independent committee, consultant, clawback policy, and disclosure) that the Board highlights as mitigating factors. The Committee’s willingness to hold annual advisory votes and to reassess compensation practices following material negative feedback is an important governance signal, but investors will weigh whether realized pay outcomes and the Company’s recent operating performance justify continued support.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | EDMOND DE ROTHSCHILD HOLDING S.A. | 6.89% | 5,616,695 | $10M |
| 2 | DISCIPLINED GROWTH INVESTORS INC /MN | 5.17% | 4,216,601 | $8M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 4.18% | 3,408,156 | $6M |
| 4 | BlackRock, Inc. | 3.92% | 3,195,030 | $6M |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 3.56% | 2,900,258 | $5M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.54% | 2,884,771 | $5M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.91% | 2,373,943 | $4M |
| 8 | BlackRock, Inc. | 2.81% | 2,288,828 | $4M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.36% | 1,920,900 | $4M |
| 10 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.21% | 1,800,610 | $3M |
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