Moujan Kazerani
About Moujan Kazerani
Independent director at System1, Inc. (SST) since January 2022; age 49 with current term expiring in 2027. Founding Partner at Stibel Investments (since 2010) and Bryant Stibel (since 2013), with prior legal, compliance, HR, and corporate strategy leadership roles at Dun & Bradstreet Credibility Corporation/Dun & Bradstreet and Zag.com/TrueCar. Education: JD, UCLA School of Law; BA, Psychology, UC Berkeley. Core credentials include governance, compensation oversight, compliance, and strategic planning experience in technology and data companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dun & Bradstreet Credibility Corporation; Dun & Bradstreet | General Counsel, Chief Compliance Officer & Head of HR and Culture; later Leader of Global Corporate Strategy | Sep 2010 – Jul 2017 | Oversight of compliance and HR; led corporate strategy post-integration into D&B |
| Zag.com → TrueCar, Inc. | General Counsel & Secretary; advisor to board committees | Nov 2006 – Sep 2010 | Advised company’s compensation and audit committees |
| Gibson, Dunn & Crutcher LLP | Corporate Associate | Early career | Corporate legal practice foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stibel Investments | Founding Partner | Dec 2010 – present | Investment leadership (private) |
| Bryant Stibel | Founding Partner | Nov 2013 – present | Investment leadership (private) |
| Revenue.IO | Director | Current | Board member (company described; not disclosed as public in proxy) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Not on Nominating & Corporate Governance Committee .
- Independence: Board determined Kazerani is independent under NYSE and SEC rules; Audit Committee entirely independent .
- Attendance: Board met six times in 2024; each director attended at least 75% of board and committee meetings; Audit Committee met 10 times; Compensation Committee met 4 times; Nominating & Corporate Governance met 5 times .
- Risk oversight: Compensation Committee oversees human capital and executive compensation risk; Audit Committee oversees accounting, financial reporting, and cybersecurity risk .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Audit | Member | 10 |
| Nominating & Corporate Governance | — | 5 (committee exists; she is not a member) |
Fixed Compensation
System1 compensates non-employee directors primarily with RSUs under its Non-Employee Director Compensation Program; annual RSU grant fair value is $180,000, plus committee RSU grants (Compensation Chair $20,000; Audit Member $20,000; Nominating Chair $15,000; Nominating Member $10,000). Awards vest 25% on each of the first three quarterly anniversaries and 25% at one year or the next annual meeting; award sizes are determined using the closing price on the grant date .
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual RSU grant | 180,000 | Per director program |
| Committee RSU grants | 20,000 (Comp Chair); 20,000 (Audit Member) | Program schedule; actual roles held by Kazerani |
| Total Stock Awards (reported) | 220,000 | 2024 director compensation table (grant-date fair value) |
| Special Committee cash | 117,500 | Paid Jan 2024 for service on Special Committee related to sale of Protected (service Jul–Nov 2023) |
Performance Compensation
No performance-based metrics disclosed for director compensation (director RSUs are time-based; no bonus or options indicated for non-employee directors in 2024) .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Revenue.IO | Director | Not disclosed as public in proxy | None disclosed in proxy |
- Compensation committee interlocks: Company discloses no compensation committee interlocks or insider participation for the last fiscal year .
Expertise & Qualifications
- Legal, compliance, HR, and corporate strategy leadership across multiple technology/data firms .
- Compensation committee chair experience; corporate governance and audit committee advisory experience .
- JD (UCLA), BA (UC Berkeley); founding partner roles in investment firms (strategic and financial expertise) .
Equity Ownership
Beneficial ownership (as of April 15, 2025): 481,746 shares of Class A Common Stock; percentage “less than 1%” per proxy table (Class A outstanding 75,178,434) .
| Ownership Element | Shares (#) | Notes |
|---|---|---|
| Direct holdings (Kazerani) | 216,256 | Held directly by Ms. Kazerani |
| RSUs vesting within 60 days | 36,668 | Counted for beneficial ownership |
| Spouse holdings | 20,500 | Class A Common Stock held directly by spouse |
| Spouse warrants | 40,700 | Public Warrants exercisable for 40,700 shares |
| In-laws holdings (spouse POA) | 12,000 | Voting/dispositive power via spouse POA |
| Aggregate reported (Class A) | 481,746 | “Less than 1%” of Class A; voting power not specified for her individually |
Unvested RSUs (as of Dec 31, 2024): 73,334 units outstanding for Kazerani .
Insider trades (Form 4):
| Transaction Date | Filing Date | Type | Securities Transacted (#) | Price ($) | Post-Transaction Holdings (#) | Source |
|---|---|---|---|---|---|---|
| 2024-06-11 | 2024-06-13 | Award (RSUs) | 146,667 | 0.00 | 252,924 | |
| 2025-07-31 | 2025-08-04 | Award (RSUs) | 15,000 | 0.00 | 40,292 |
Governance Assessment
- Board effectiveness: Kazerani chairs the Compensation Committee and serves on the Audit Committee, indicating strong involvement in executive pay design and financial oversight. The Audit Committee is fully independent and met 10 times in 2024; the Compensation Committee met 4 times; she met minimum attendance thresholds .
- Alignment and incentives: Director pay is equity-heavy (time-based RSUs), supporting alignment, with committee RSUs for added responsibilities. A notable one-time cash payment ($117,500) was made for Special Committee service, which is outside the standard RSU-only program and should be monitored for precedent and clarity of scope .
- Equity plan governance: The Board proposed increasing the 2022 Plan share reserve by 19,125,000 shares and repricing outstanding SARs for employees and consultants to the then-current stock price; the Compensation Committee’s remit includes equity plan oversight, which investors may scrutinize for dilution and pay-for-performance rigor .
- Independence and conflicts: Board explicitly determined Kazerani is independent; related-party transaction policy requires Audit Committee review and recusal in applicable cases. Footnote details show spouse and in-laws hold shares/warrants with spouse POA; no pledging or related-party transactions involving Kazerani are disclosed, but family-associated holdings warrant standard monitoring under the company’s related-party and insider trading policies .
RED FLAGS to watch: equity plan share expansion and SAR repricing proposals amid low share price; ensure rigorous performance linkage for executives; document rationale and shareholder engagement led by the Compensation Committee .