ZIPRECRUITER, INC. 8-K

What Happened

• ZipRecruiter filed an 8-K disclosing that director Yvonne Hao resigned from the Board and from the Audit and Compensation Committees effective February 5, 2026; her resignation was not due to any disagreement with the company.
• The Board immediately appointed Jennifer Saenz as an independent Class I director (term through the 2028 annual meeting). Ms. Saenz will serve on the Compensation Committee and the Nominating and Corporate Governance (Governance) Committee. In connection with Ms. Hao’s departure, Brie Carere was appointed to the Audit Committee.

Key Details

• Resignation date: February 5, 2026; 8-K filed February 10, 2026 (press release issued Feb 9, 2026).
• Director classification & term: Ms. Saenz is a Class I director, term expiring at the 2028 annual meeting.
• Compensation: Ms. Saenz will receive a pro‑rated $50,000 annual retainer for board service, $7,500 pro‑rated for Compensation Committee service, and $5,000 pro‑rated for Governance Committee service.
• Equity awards: Initial RSU award valued at $200,000 vesting annually over three years; a pro‑rated annual RSU award valued at $66,667 that vests on the earlier of the 2026 annual meeting or February 5, 2027. Both awards accelerate on a corporate transaction.
• Background: Ms. Saenz is Executive VP & Chief Commercial Officer of Albertsons (since June 2025) and previously held senior roles at PepsiCo; she holds a B.B.A. (Emory) and an M.B.A. (Wharton).

Why It Matters

• Governance: The change updates board composition and committees—adding an independent director with senior consumer/retail experience and reassigning Audit Committee membership—important for oversight and board expertise.
• Investor impact: This is a governance/board-level change (not an operational or financial disclosure). Compensation and equity terms reflect the company’s standard non‑employee director program and are routine for new independent directors.
• No disagreement: The filing expressly states Ms. Hao’s resignation was not due to any disagreement with the company’s operations, policies, or practices.