ZIPRECRUITER INC CLASS A (ZIP)
Sector: Communication
2026 Annual Meeting Analysis
ZIPRECRUITER INC CLASS A · Meeting: June 9, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
Brie Carere joined the board in March 2022, giving her meaningful tenure overlap with the 3-year underperformance period; ZIP's stock has fallen 82.9% over three years while the company-disclosed peer group median fell only 16.3%, a gap of 66.6 percentage points far exceeding the 20-point trigger threshold for negative absolute TSR — however, the 5-year TSR check shows ZIP underperformed peers by only 13.6 percentage points over five years, which does not exceed the 20-point threshold, meaning the longer-term record does not confirm sustained underperformance, so the vote is downgraded to FOR per policy.
For Analysis
Mike Gupta joined the board in July 2024, which is within the 24-month new-director exemption period under the policy, so the TSR underperformance trigger does not apply to him; he also brings strong financial expertise as a current CFO and former CFO at multiple technology companies, making him well-qualified for his role on the audit committee.
Two Class II directors are up for election. Mike Gupta is exempt from the TSR trigger due to joining within the past 24 months and receives a FOR vote. Brie Carere has tenure overlap with the underperformance period and the 3-year trigger fires, but the 5-year relative TSR gap of -13.6pp does not exceed the 20pp threshold, so the policy downgrade applies and she also receives a FOR vote. Both directors receive FOR votes.
Say on Pay
✓ FORCEO
Ian Siegel
Total Comp
$2,851,838
Prior Support
99.1%%
The CEO's total compensation of $2,851,838 is modest for the role at a company of this size and history, with the pay mix consisting primarily of equity awards (approximately 80% of total pay) that vest over four years, providing strong alignment with shareholders; the annual cash bonus paid out at zero for the CEO due to missing the revenue threshold shows the incentive plan is functioning as intended, with pay declining alongside company performance. The prior year say-on-pay vote received 99.1% support, there are no governance red flags in the compensation structure, and a meaningful clawback policy is in place, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,991,141
Non-Audit Fees
$595,689
Non-audit fees (tax fees of $593,689 plus other fees of $2,000, totaling $595,689) represent approximately 19.9% of audit fees of $2,991,141, which is well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a public company of this size; auditor tenure is not disclosed in the proxy so no tenure trigger can be fired, and there are no disclosed material financial restatements.
Overall Assessment
The 2026 ZipRecruiter annual meeting has three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All three receive FOR votes — the two director nominees clear the policy screens (one via the new-director exemption and one via the 5-year TSR mitigant), the auditor's non-audit fee ratio is well within acceptable limits, and CEO pay is modest with a well-structured incentive plan that paid out zero cash bonus when the company missed its revenue target.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing