Ian Siegel
ZIPRECRUITERAbout Ian Siegel
Ian Siegel, 51, is ZipRecruiter’s Chief Executive Officer and Chairperson of the Board, roles he has held since June 2010; he previously served as President through December 2021. He holds a B.A. in Sociology with a minor in English from Oberlin College . 2024 company performance: revenue of $474.0 million, net loss of $12.9 million, and Adjusted EBITDA of $78.0 million, reflecting ongoing macro headwinds in hiring demand . ZipRecruiter’s annual say‑on‑pay support was 99.9% in 2024, and the company emphasizes a pay‑for‑performance philosophy with revenue as the primary AEIP metric .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stamps.com Inc. | Vice President of Web Development | 1998–2001 | Led web development at an internet-based mailing and shipping services company |
| Rent.com | Vice President of Web Development | 2001–2006 | Directed web development for an online apartment marketplace |
| Pictage, Inc. | VP of Product and Technology | 2006–2009 | Oversaw product and technology for an online platform for photographers |
| MyLife.com | Chief Product Officer | Jul 2009–Jan 2011 | Led product at an information brokerage firm |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company board roles disclosed in proxy for Mr. Siegel |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $453,750 (30% cut effective Jun 1, 2023) | $522,500 (reinstated to $550,000 effective Mar 1, 2024) |
| Director Pay | Employee directors receive no additional director compensation | — | — |
| CEO Pay Ratio | — | — | 46.4:1 (CEO $5,665,078 vs. median employee $122,140) |
Performance Compensation
Annual Executive Incentive Plan (AEIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Revenue | 100% of AEIP for CEO | $600.0m = 100% attainment; scale 0% < $500m, 10% at $500m, 200% ≥ $710m | $474.0m | 0% (Company Performance Award Attainment) | CEO AEIP total target opportunity 125% of base salary; earned annual bonus = — (none) |
Equity Awards – 2024 RSUs
| Grant Date | Number of RSUs | Grant Date Fair Value ($) | Vesting | Accelerated Vesting |
|---|---|---|---|---|
| Mar 12, 2024 | 413,800 | $5,131,120 | 1/16th each Mar 15/Jun 15/Sep 15/Dec 15 after Mar 1, 2024 commencement, subject to continued service | Double trigger: 100% unvested RSUs accelerate upon qualifying termination in the CIC window |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 601,071 Class A shares and 13,029,486 Class B shares; Mr. Siegel controls 75.8% of total voting power due to 20 votes per Class B share |
| Vested vs Unvested RSUs (12/31/2024) | Unvested RSUs: 310,348; market value $2,246,920 at $7.24 close on 12/31/2024 |
| 2024 Stock Vested | Shares vested: 103,452; value realized on vesting: $1,030,382 |
| Options Outstanding | None for CEO as of 12/31/2024 |
| Insider Trading / 10b5‑1 | Insiders may trade only in windows; officers and certain employees may trade only via Rule 10b5‑1 plans or with pre‑approval |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without approval; policy applies to directors/officers/employees |
| Ownership Guidelines | CEO required to hold 6x annual base salary; as of 12/31/2024, each NEO either met/exceeded or was within 5‑year compliance window |
Employment Terms
| Provision | Outside Change in Control | Within CIC Window (3 months pre/12 months post) |
|---|---|---|
| Cash Severance | 6 months base salary + prorated target bonus | 12 months base salary + 100% prorated target bonus |
| Benefits | Company‑paid premiums for continued medical benefits up to 12 months | Same (12 months) |
| Equity | No automatic acceleration | 100% acceleration of time‑based awards; performance awards accelerate at greater of actual or target |
| Agreement Term | 3 years; auto‑renewal unless non‑renewed ≥3 months before expiration | — |
Estimated Payments (as of 12/31/2024; ZIP Class A close $7.24)
| Scenario | Cash Severance ($) | Stock Awards ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Outside CIC | 928,125 | — | 27,338 | 955,463 |
| Within CIC | 1,203,125 | 2,246,920 (accelerated RSUs) | 27,338 | 3,477,383 |
Governance Policies
- Clawback: Adopted Oct 2023; covers cash and equity incentive compensation for restatements; 3‑year lookback; enforced regardless of fault .
- No single‑trigger CIC benefits for NEOs .
Board Governance
- Role: CEO and Chairperson of the Board; Board determined combined roles serve best interests given Mr. Siegel’s deep company knowledge; Cipora Herman serves as Lead Independent Director to coordinate agendas, call independent sessions, and liaise with independent directors .
- Board Independence: Six of seven directors are independent under NYSE rules; the Board reviews independence annually .
- Committees: CEO is not a member; Audit (Chair: Herman), Compensation (Chair: Irving), Nominating & Corporate Governance (Chair: Carere) .
- Attendance: Four Board meetings in 2024; each director then in office attended ≥75% of Board/committee meetings; executive sessions of non‑management directors are held regularly, presided by the Lead Independent Director .
Compensation Committee & Benchmarking
- Composition: Hao, Herman, Irving; all independent; Irving as chair .
- Consultant: Semler Brossy engaged since 2018; Compensation Committee determined no conflicts of interest and independence under applicable rules .
- Peer Group: Software and internet peers used for 2024 pay decisions (e.g., Zendesk, GoDaddy, Paylocity, Dropbox, Upwork, Clear Secure, HireRight, Wix.com, LiveRamp, Eventbrite, 8x8, Fastly, Yext, Q2 Holdings, SolarWinds, etc.) .
Multi‑Year CEO Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $550,000 | $453,750 | $522,500 |
| Stock Awards ($) | — | — | $5,131,120 |
| Non‑Equity Incentives ($) | $536,250 | — | — |
| All Other Compensation ($) | $9,905 | $11,126 | $11,458 |
| Total ($) | $1,096,155 | $464,876 | $5,665,078 |
Investment Implications
- Alignment and discipline: 2024 AEIP paid zero for the CEO due to revenue shortfall vs pre‑set targets, signaling compensation discipline tied to operating performance .
- Supply overhang watch: 413,800 RSUs granted in 2024 vest quarterly; 310,348 remained unvested at year‑end, implying ongoing vesting that could add selling pressure if shares are liquidated under trading windows/10b5‑1 plans .
- Control and governance: Mr. Siegel’s 75.8% voting power via Class B supervoting shares creates strong control, limiting activist leverage; governance mitigants include a Lead Independent Director and regular executive sessions, but CEO‑Chair dual role remains a monitoring risk .
- Change‑in‑control economics: Double‑trigger equity acceleration and one‑year cash/benefits in CIC scenarios are standard; outside CIC, severance is six months base plus prorated bonus and benefits—no single‑trigger benefits, lowering windfall risk .
- Policy safeguards: Anti‑hedging/anti‑pledging policy and an NYSE/SEC‑compliant clawback reduce misalignment and restatement risk; no option repricing and limited perquisites; nominal tax gross‑ups only .
- Benchmarking and shareholder support: Independent compensation process with Semler Brossy and a broad software/internet peer group; 2024 say‑on‑pay at 99.9% indicates strong investor support for structure and outcomes .