Mike Gupta
ZIPRECRUITERAbout Mike Gupta
Independent director of ZipRecruiter since July 2024; age 54. Currently CFO of Calm.com (since May 2022) and Operating Advisor to DCM Ventures (since October 2021); prior finance leadership roles at Plenty Unlimited, Docker, Twitter, Zynga, and Yahoo. Holds a B.S. in Accounting and Economics (NYU Stern) and an MBA (UChicago Booth). Board-determined independent; serves on the Audit Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plenty Unlimited Inc. | Chief Financial Officer | Mar 2019 – May 2022 | Led finance for vertical farming company |
| Docker, Inc. | Chief Financial Officer | Sep 2015 – Dec 2018 | Finance leadership at developer platform |
| Twitter, Inc. (now X Corp) | Multiple roles incl. Chief Financial Officer | Nov 2012 – Sep 2015 | Corporate finance leadership during hypergrowth |
| Zynga Inc. | SVP & Treasurer | May 2011 – Nov 2012 | Corporate treasury leadership |
| Yahoo! Inc. | SVP Corporate Development & Finance; Chief Treasury Officer; other roles | Feb 2003 – May 2011 | Corporate development, finance, treasury leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Calm.com, Inc. | Chief Financial Officer | May 2022 – present | Consumer internet company |
| DCM Ventures | Operating Advisor | Oct 2021 – present | Venture capital firm |
| Public company directorships | — | — | None disclosed |
Board Governance
- Independence: Board affirmed Gupta is an independent director under NYSE rules.
- Committees: Audit Committee member; Audit Committee comprised of Gupta, Yvonne Hao, and chair Cipora Herman. Gupta is designated an “audit committee financial expert.”
- Audit Committee activity: Met 5 times in 2024; Gupta signed the Audit Committee Report.
- Attendance: In 2024 each director attended at least 75% of Board and applicable committee meetings; Board met 4 times; executive sessions are regularly held and presided over by Lead Independent Director (Cipora Herman).
- Leadership: CEO also serves as Board Chair; Lead Independent Director role established to balance leadership.
- Related-party oversight: Audit Committee reviews related party transactions; written policy for review/approval, with alternative review by Nominating & Corporate Governance if a committee member is implicated.
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| General Board Service Fee (annual) | $50,000 | Paid quarterly in arrears; reinstated to prior level effective Mar 1, 2024 after 2023 reduction |
| Committee Service Fee – Audit | $10,000 | Annual; in addition to Board service fee |
| Committee Service Fee – Compensation | $7,500 | Annual |
| Committee Service Fee – Nominating & Corporate Governance | $5,000 | Annual |
| Lead Independent Director Service Fee | $20,000 | Annual |
| Committee Chair – Audit | $20,000 | Annual |
| Committee Chair – Compensation | $16,000 | Annual |
| Committee Chair – Nominating & Corporate Governance | $10,000 | Annual |
| 2024 Cash Fees Earned – Mike Gupta | $25,000 | Prorated due to Board start date (Jul 31, 2024) |
Performance Compensation
| Equity Award | Grant Date Fair Value (2024) | Unvested RSUs (12/31/2024) | Vesting Terms | Change-in-Control Terms |
|---|---|---|---|---|
| Director Stock Awards (RSUs) | $342,612 | 42,773 | Initial RSU Award at appointment vests one-third at each of first three annual anniversaries or annual meetings; Annual RSU Award vests at next annual meeting or 1 year after grant, subject to continued service | Full vesting of director Initial/Annual Awards upon Corporate Transaction under 2021 Plan |
- Equity mix: Non-employee directors receive RSUs; employee directors receive no additional pay. Annual cap of $750,000 for combined cash and equity.
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock without approval.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Calm.com, Inc. | Private | CFO | No related-party transactions disclosed with ZipRecruiter |
| DCM Ventures | Private VC | Operating Advisor | No related-party transactions disclosed with ZipRecruiter |
| Public Boards | — | — | None disclosed |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; financially literate.
- Education: B.S. in Accounting & Economics (NYU Stern), MBA (University of Chicago Booth).
- Industry experience: Senior finance roles across consumer internet, social media, developer platforms, gaming, and internet portals.
Equity Ownership
| Item | As of/Detail | Amount |
|---|---|---|
| Beneficial Ownership (Class A, Class B) | April 10, 2025 | None reported; “—” under Mike Gupta |
| Unvested RSUs (director awards) | Dec 31, 2024 | 42,773 |
| Director Stock Ownership Guidelines | Requirement | 3x General Board Service Fee ($150,000) within 5 years of joining Board |
| Compliance Status | As disclosed | Not explicitly stated; guidelines allow 5-year window |
| Pledging/Hedging | Policy | Prohibited absent approval; anti-hedging and anti-pledging policy in place |
Governance Assessment
- Strengths: Independent director; Audit Committee member and financial expert; robust related-party transaction review policy; anti-hedging/anti-pledging policy; clawback policy adopted in Oct 2023 and administered by Compensation Committee; strong shareholder support for 2025 say-on-pay (For: 316,098,073; Against: 2,788,956; Abstain: 54,366; Broker non-votes: 15,972,477).
- Engagement: Signed Audit Committee Report; Board met 4 times in 2024; Audit Committee met 5 times; directors attended at least 75% of meetings. Executive sessions are regularly held under the Lead Independent Director.
- Compensation alignment: Director pay heavily equity-based via RSUs with clear vesting schedules and change-in-control protection; annual cash fees reinstated to prior level in 2024 after 2023 reduction, reflecting macro-driven adjustments.
- Potential conflicts: No related-party transactions disclosed involving Gupta; Calm/DCM roles disclosed without Zip interactions.
- Red flags: None disclosed regarding pledging/hedging, related-party transactions, or attendance shortfalls; beneficial ownership currently not reported, but unvested RSUs indicate ongoing alignment and guideline window permits buildup.