Yvonne Hao
ZIPRECRUITERAbout Yvonne Hao
Yvonne Hao (age 50) has served as an independent director of ZipRecruiter since July 2022. She is Massachusetts Secretary of Economic Development (since Jan 2023) and previously held senior operating and investing roles, including co-founder/Managing Director at Cove Hill Partners, COO/CFO at PillPack through its sale to Amazon, and Operating Partner at Bain Capital. She holds a B.A. in Economics and Asian Studies from Williams College and an M.Phil in Development Economics from Cambridge University (Herschel Smith Fellow) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cove Hill Partners | Co-founder & Managing Director | Jul 2019–Jul 2022 | Private equity operator experience |
| PillPack (acquired by Amazon) | Chief Operating Officer & Chief Financial Officer | Jan 2017–Jun 2019 | Led sale and integration with Amazon |
| Bain Capital | Operating Partner | 2008–2016 | Interim exec and board roles at portfolio companies |
| Honeywell (Security/ADI) | VP Global Marketing; GM ADI North America | Not disclosed | Go-to-market and P&L leadership |
| McKinsey & Company | Consultant → Associate Partner | Early career | Strategy and operations advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Commonwealth of Massachusetts | Secretary of Economic Development | Jan 2023–present | Cabinet-level role; significant public-sector responsibility |
Board Governance
- Independence: Board has affirmatively determined Hao is independent under NYSE rules .
- Committee assignments: Audit Committee member (designated “audit committee financial expert”); Compensation Committee member .
- Committee leadership: Not a current chair; Audit Committee chaired by Cipora Herman; Compensation Committee chaired by Blake Irving .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of Board and assigned committee meetings; Audit Committee met 5 times; Compensation Committee met 5 times .
- Executive sessions: Non-management directors meet regularly; presided by Lead Independent Director (Cipora Herman) .
- Risk oversight: Audit oversees financial, cyber and IT risk; Comp oversees compensation-related risk; Nominating & Corporate Governance oversees independence/conflicts and ESG .
- Compensation governance: Comp Committee uses independent consultant Semler Brossy; no consultant conflicts disclosed .
- Related-party oversight: Audit Committee reviews related-party transactions; no specific transactions involving directors are described in the cited sections; policy requires committee review/approval .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Board + committees) | $64,125 | Actual cash paid in 2024 to Hao |
| Policy: Board annual fee | $50,000 | Standard general Board service fee |
| Policy: Committee membership fees | Audit $10,000; Compensation $7,500 | Annual fees in addition to Board fee |
| Policy: Lead Independent Director fee | $20,000 | Policy reference (not applicable to Hao) |
| Policy: Committee chair fees | Audit $20,000; Comp $16,000; NCG $10,000 | Policy reference (not applicable to Hao) |
| Note on 2024 pro-ration | — | Board fees were reduced by 30% until Mar 1, 2024; reinstated thereafter |
Performance Compensation (Director Equity)
| Grant/Units | Value | Unvested Units (12/31/24) | Vesting Terms |
|---|---|---|---|
| 2024 RSU award (Annual Award format) | $193,258 | 23,441 | Annual Award vests fully at next annual meeting or 1 year from grant; Initial awards vest over up to 3 annual meetings |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| CarGurus, Inc. | Director | Prior | Public company board experience |
| Flywire Corporation | Director | Prior | Public company board experience |
| Gentherm Incorporated | Director | Prior | Public company board experience |
| Compensation Committee interlocks | None disclosed | — | No executives of ZIP served on boards/comp committees of entities with reciprocal service in 2024 |
Expertise & Qualifications
- Financial oversight: Designated “audit committee financial expert” by the Board; financially literate .
- Operating and finance: Senior operating roles (COO/CFO), PE operator, and consulting background .
- Education: B.A. (Williams College); M.Phil (Cambridge University, Development Economics; Herschel Smith Fellow) .
Equity Ownership
| Holding | Amount | % Ownership | Notes |
|---|---|---|---|
| Class A common shares (beneficial) | 26,725 | <1% | As of April 10, 2025 |
| Unvested RSUs (director) | 23,441 | n/a | As of Dec 31, 2024 |
| Hedging/Pledging | — | — | Company prohibits hedging and pledging without approval; applies to directors |
| Director ownership guideline | 3x Board cash retainer | — | To be met within 5 years of Board service commencement |
Governance Assessment
-
Strengths
- Independent director with dual service on Audit and Compensation; designated audit committee financial expert, supporting audit quality and pay governance .
- Attendance at least 75% of Board/committee meetings; engagement meets governance norms .
- Director pay mix emphasizes equity (2024: $64,125 cash; $193,258 RSUs), aligning incentives with shareholders .
- Anti-hedging and anti-pledging policy in place; director stock ownership guidelines enhance alignment .
- Say-on-pay support historically strong (2024 meeting: 99.9% approval of NEO compensation), indicating investor confidence in pay governance .
-
Potential considerations
- Concurrent cabinet-level public role (MA Secretary of Economic Development) represents a significant external commitment; continued strong attendance mitigates concern to date .
- Controlled capital structure: CEO beneficially holds all Class B shares (13,029,486) representing 75.8% of total voting power; elevates the importance of robust independent director oversight .
-
Committee workload and oversight
- Audit Committee met 5 times in 2024 and oversees financial reporting, internal controls, cybersecurity, and related-party review—areas where Hao’s finance and operating background are directly relevant .
- Compensation Committee met 5 times, uses independent advisor Semler Brossy with no conflicts disclosed; scope includes incentive plan design, clawback administration, and director pay—mitigating pay-risk concerns .
No specific related-party transactions involving Ms. Hao are described in the cited proxy sections; the company maintains a formal policy requiring committee review/approval of any such transactions .