Brie Carere
ZIPRECRUITERAbout Brie Carere
Brie Carere, 47, has served as an independent Class II director of ZipRecruiter since March 2022, with her current term expiring at the 2026 annual meeting . She is Executive Vice President and Chief Customer Officer at FedEx Corporation (since June 2022), previously serving as FedEx Chief Marketing Officer (Jan 2019–May 2022) and SVP, Global Portfolio Marketing at FedEx Services (Oct 2016–Dec 2018); she is a Henry Crown Fellow at the Aspen Institute and holds a B.S. in Commerce from McMaster University (Ontario, Canada) . ZipRecruiter’s Board affirms her independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | EVP, Chief Customer Officer | Jun 2022–present | Senior operating role overseeing customer strategy |
| FedEx Corporation | Chief Marketing Officer | Jan 2019–May 2022 | Led global marketing |
| FedEx Services | SVP, Global Portfolio Marketing | Oct 2016–Dec 2018 | Marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Institute | Henry Crown Fellow | Not specified | Leadership fellowship |
| ZipRecruiter, Inc. | Independent Director (Class II) | Since Mar 2022 | Term expires at 2026 annual meeting |
Board Governance
- Independence: Board determined Ms. Carere is independent under NYSE rules .
- Board classification: Class II director; term to expire at the 2026 Annual Meeting .
- Attendance: In 2024, the Board met four times; each director then in office attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-management directors meet in regularly scheduled executive sessions; Lead Independent Director (Cipora Herman) presides .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Board composition, committee assignments, governance guidelines, CEO/senior management succession, director evaluations, corporate responsibility & sustainability oversight |
| Audit | Not a member | 5 (committee total) | Financial reporting, auditor oversight, internal controls, cybersecurity, related-party review |
| Compensation | Not a member | 5 (committee total) | Executive/director pay, equity plans, clawback policy |
Board composition context: The seven-member Board includes six independent directors (including Ms. Carere) and one employee director (CEO/Chair Ian Siegel) .
Fixed Compensation
Policy framework for non-employee directors (2024):
| Component | Annual Amount |
|---|---|
| General Board Service Fee | $50,000 |
| Committee Service Fee – Audit | $10,000 |
| Committee Service Fee – Compensation | $7,500 |
| Committee Service Fee – Nominating & Corporate Governance | $5,000 |
| Lead Independent Director Fee | $20,000 |
| Committee Chair Fee – Audit | $20,000 |
| Committee Chair Fee – Compensation | $16,000 |
| Committee Chair Fee – Nominating & Corporate Governance | $10,000 |
- Fee changes: Board and CEO adopted a 30% fee/salary reduction in May 2023; fees were reinstated to prior levels effective March 1, 2024 .
- Annual cap: Combined director cash + equity limited to $750,000 per fiscal year .
Brie Carere – 2024 cash actually earned:
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $54,333 |
Performance Compensation
Non-employee director equity in 2024 (granted under the 2021 Plan; fair value per ASC 718 using the closing price the day prior to grant):
| Metric | 2024 |
|---|---|
| Stock Awards (RSUs) – Grant Date Fair Value | $193,258 |
| Option Awards | $0 |
Outstanding awards as of December 31, 2024:
| Instrument | Unvested/Outstanding |
|---|---|
| Unvested RSUs | 20,429 |
| Stock Options | None |
Notes:
- The proxy discloses RSU valuations and plan basis; it does not specify director RSU vesting schedules or performance metrics (director awards appear as RSUs; no performance conditions described for directors) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Carere in the 2025 proxy |
| Compensation Committee Interlocks (Company-wide disclosure) | No interlocking relationships disclosed for 2024; committee members were non-employees; none of the Company’s executive officers served on another company’s board/compensation committee that had its executive officers serving on ZipRecruiter’s Board/Comp Committee |
Expertise & Qualifications
- Senior operating and go-to-market expertise from FedEx, including EVP Chief Customer Officer and former Chief Marketing Officer roles .
- Selected for ZipRecruiter’s Board for experience as an executive of a multi-national corporation .
- Henry Crown Fellow; B.S. in Commerce (McMaster University) .
Equity Ownership
Beneficial ownership (as of April 10, 2025):
| Metric | Class/Type | Amount | Ownership % |
|---|---|---|---|
| Shares Beneficially Owned | Class A | 28,663 | <1% (indicated by “*”) |
Outstanding equity (as of December 31, 2024):
| Metric | Amount |
|---|---|
| Unvested RSUs | 20,429 |
| Options held (exercisable/unexercisable) | None |
Alignment and safeguards:
- Stock ownership guidelines are maintained for non-employee directors (specific multiples not disclosed in the proxy) .
- Anti-hedging and anti-pledging policy prohibits hedging/monetization and pledging without approval; applicable to directors and controlled entities .
Governance Assessment
- Committee leadership: Chairing the Nominating & Corporate Governance Committee places Ms. Carere at the center of board effectiveness (director recruitment, evaluations, governance policy, and CEO/senior management succession), a positive signal for oversight rigor .
- Independence and attendance: Board affirms independence; in 2024, each director attended at least 75% of Board and committee meetings, supporting engagement expectations .
- Pay structure and alignment: 2024 director pay for Ms. Carere was weighted toward equity ($193,258 RSUs vs. $54,333 cash), aligning with shareholder interests within an established fee schedule and annual cap .
- Risk controls: Anti-hedging/pledging restrictions and related-party review processes are in place; no related-party transactions involving Ms. Carere are described in the “Certain Relationships” section, and committee independence standards are met .
- Shareholder sentiment: Say-on-pay support was 99.9% at the 2024 Annual Meeting, indicating strong investor confidence in compensation governance more broadly .
RED FLAGS observed: None disclosed specific to Ms. Carere. Notably, no pledging is permitted without approval; no director-specific attendance shortfalls or related-party transactions are identified in the proxy .