ZIPRECRUITER, INC. (ZIP): director Emily McEvilly resigned

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2026, Emily McEvilly notified ZipRecruiter, Inc. (the “Company”) of her decision to resign from the Company’s Board of Directors (the “Board”), including from the Nominating and Corporate Governance Committee of the Board, effective immediately. Ms. McEvilly’s resignation did not result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
On October 29, 2026, the Board appointed Jeffrey Liaw to fill the vacancy resulting from Ms. McEvilly’s resignation. The Board has determined that Mr. Liaw is an “independent director” as defined in the New York Stock Exchange listing standards and applicable Securities and Exchange Commission rules and regulations. Effective immediately, Mr. Liaw will serve as a Class III director to hold office for a term expiring at the Company’s 2027 annual meeting of stockholders, which is the next stockholder meeting at which Class III directors will be elected.
There are no family relationships, as defined in Item 401 or Regulation S-K, between Mr. Liaw and any of the Company’s executive officers or directors or persons nominated or chosen to become directors or officers. There is no arrangement or understanding between Mr. Liaw and any other persons pursuant to which Mr. Liaw was selected as a director. Mr. Liaw is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Jeffrey Liaw served as the Chief Executive Officer and as a member of the board of directors of Copart, Inc., a global online vehicle auction company, from April 2024 to July 2026, as Co-Chief Executive Officer from April 2022 to April 2024, as President and Chief Executive Officer North America from February 2021 to April 2022, as President from September 2019 to January 2021, and as Chief Financial Officer from September 2016 to October 2020. Prior to Copart, Mr. Liaw served as Chief Financial Officer of FleetPride, Inc., a distributor of aftermarket heavy-duty truck parts, from 2013 to 2015, and as a principal at TPG Capital, L.P., a private equity firm, from 2005 to 2013, where he oversaw investments in the financial services and industrial sectors. Mr. Liaw holds a B.A. in Plan II Liberal Arts and a B.B.A. in Finance and the Business Honors Program from the University of Texas at Austin and an M.B.A. from Harvard Business School. Mr. Liaw was selected to serve on the Board because of his executive experience and business acumen.
Mr. Liaw’s compensation will be as provided under the Company’s non-employee director compensation policy (the “Non-Employee Director Compensation Policy”). Mr. Liaw will receive a $50,000 annual retainer for his service as a director, which will be pro-rated for the remainder of this year. Additionally, in connection with Mr. Liaw ’s election as a non-employee director of the Board and consistent with the Non-Employee Director Compensation Policy, the Compensation Committee of the Board will grant to Mr. Liaw an initial award of restricted stock units (“RSUs”) with an aggregate value of $200,000 as of the date of grant (the “Initial Award”), which will vest as to one-third of the shares subject to the Initial Award on the earlier of (1) each of the first three annual anniversaries of the grant date of the Initial Award and (2) each of the first three annual meetings of our stockholders following the grant date of the Initial Award , and a pro-rated annual award of RSUs with an aggregate value of $133,333 as of the date of grant, which will vest on the earlier of (i) the date of the Company’s 2027 annual meeting of stockholders and (ii) October 29, 2027 (the “Annual Award”), in each case, with continued vesting subject to Mr. Liaw ’s continued service as a director on the Board. The Initial Award and the Annual Award will accelerate in full upon the consummation of a Corporate Transaction (as defined in the Company’s 2021 Equity Incentive Plan).
The Company also expects that Mr. Liaw will enter into the Company’s standard form of indemnification agreement, the form of which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.