Cipora Herman

About Cipora Herman

Cipora Herman, age 51, is ZipRecruiter’s Lead Independent Director and has served on the Board since October 2018; she is currently Chair of the Audit Committee and a member of the Compensation Committee . She previously served as CFO of LA28 (2021–2022), CFO of the San Francisco 49ers (2012–2016), VP & Treasurer at Facebook (2007–2012), and held senior finance roles at Yahoo! (2003–2007); she holds an A.B. in International Relations, an M.A. in International Development Policy, and an M.B.A. from Stanford University . The Board has affirmatively determined she is independent under NYSE rules; as Lead Independent Director she presides over executive sessions and coordinates agendas with the Chair/CEO .

Past Roles

External Roles

Board Governance

• Independence and leadership: The Board has determined Ms. Herman is independent; she serves as Lead Independent Director, presiding over executive sessions and coordinating with the Chair/CEO on agendas .
• Committee assignments and expertise: She chairs the Audit Committee and serves on the Compensation Committee; the Board designated her an “audit committee financial expert” under SEC rules .
• Meeting cadence and attendance: In 2024, the Board met 4 times; Audit met 5 times; Compensation met 5 times; all directors then in office attended at least 75% of Board and committee meetings .

Additional governance infrastructure:

• Anti-hedging/anti-pledging policy for directors and officers; transactions in company stock limited to windows/10b5-1, with hedging and pledging prohibited without approval .
• Compensation Committee uses independent consultant Semler Brossy; committee independence affirmed; no interlocks with management reported .
• Strong shareholder support: Say-on-pay received 99.9% approval at the 2024 Annual Meeting (for 2023 compensation) .

Fixed Compensation (Director)

Notes:

• The Board reduced director fees by 30% in 2023; fees were reinstated to prior levels effective March 1, 2024 .

Performance Compensation (Director)

Directors receive time-based RSUs, not performance-conditioned equity. Annual RSU awards are targeted at $200,000 grant-date value; initial RSU awards for new directors are also $200,000. Annual awards vest fully at the next annual meeting or one year from grant; initial awards vest in thirds over three annual meetings; all director RSUs vest on a change in control .

Compensation mix (2024): Cash $92,625 vs. Equity $193,258; equity comprised approximately two-thirds of total director compensation (derivable from disclosed amounts) .

Other Directorships & Interlocks

• Public boards: Former director, Opendoor Technologies (Dec 2020 – Feb 2025); no current public company boards disclosed as of the 2025 proxy .
• Compensation Committee interlocks: The company disclosed no interlocks or insider participation for 2024 .

Expertise & Qualifications

• Financial expertise: Designated “audit committee financial expert”; deep CFO and treasury experience across technology, sports, and non-profit mega-event organizations .
• Education: A.B. (International Relations), M.A. (International Development Policy), M.B.A., all from Stanford University .
• Governance leadership: Lead Independent Director with responsibilities to call independent director sessions and set agendas with the Chair/CEO .

Equity Ownership

Ownership framework:

• Director stock ownership guideline: 3x general board service fee, to be met within 5 years of joining the Board .
• Anti-hedging and anti-pledging restrictions apply to directors under company policy .

Governance Assessment

Strengths

• Independent leadership with dual roles as Lead Independent Director and Audit Chair; Audit Committee designated her an “audit committee financial expert,” supporting robust financial oversight .
• Clear independence and engagement: Board affirms independence; all directors met ≥75% attendance; Ms. Herman presides over executive sessions, enhancing independent board deliberations .
• Compensation alignment for directors: Approximately two-thirds equity mix via annual RSUs that vest annually, aligning director incentives with shareholder value; policy-based caps and standard vesting mitigate excess .
• No related-party transactions requiring disclosure involving directors; formal related-party approval policy is overseen by the Audit Committee .
• Shareholder support signal: Say-on-pay passed with 99.9% approval in 2024, indicating strong investor confidence in compensation governance .

Potential Risks/Watch Items

• Workload concentration: Simultaneously serving as Lead Independent Director and Audit Chair centralizes independent oversight in one director; effectiveness depends on committee bandwidth and board refresh practices .
• Dual-class governance context: While not specific to Ms. Herman, ZipRecruiter’s voting structure concentrates control; her independent leadership role and executive-session oversight are important counterbalances .
• Equity-heavy director pay is standard but can amplify sensitivity to short-term stock movements; mitigated by time-based vesting and annual cadence .

Appendix: Director Compensation Detail (2024)

Sources

• ZipRecruiter, Inc. 2025 DEF 14A (filed April 25, 2025): Board nominees; biography and education; committee memberships; independence; lead independent director role; attendance; executive sessions; committee charters; Audit Committee report and meeting counts; Compensation Committee structure and consultant independence; director compensation policy and 2024 director compensation; equity vesting terms; security ownership; related-party policy; say-on-pay results .