ZIPRECRUITER, INC., DEF 14A filed on 4/26/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ZIPRECRUITER, INC.
Entity Central Index Key 0001617553
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On(6):
Fiscal Year
Summary Compensation Table Total for PEO ($)(1)
Compensation Actually Paid
to PEO ($)(3)(4)
Average Summary Compensation
Table Total
for non-PEO NEOs ($)(2)
Average Compensation
Actually Paid
to non-PEO NEOs ($)(3)(5)
Total Shareholder Return ($)Peer Group Total Shareholder Return ($)
Net Income ($)(7)
Revenue ($)(8)
2023464,876 (14,017,110)4,511,560 2,677,586 66.6751.2349,098,000 645,722,000 
20221,096,155 (7,361,047)2,228,483 1,368,571 78.7536.7061,494,000 904,649,000 
202135,189,890 34,355,976 6,874,618 11,091,444 119.6286.013,600,000 741,141,000 
    
Company Selected Measure Name revenue    
Named Executive Officers, Footnote Ian Siegel has been our Chief Executive Officer since June 2010. The individuals comprising the Non-PEO NEOs for each year are listed below:
202120222023
Qasim SaifeeAmy Garefis
Qasim Saifee
David TraversQasim Saifee
Boris Shimanovsky
David TraversDavid Travers
Timothy YarbroughTimothy Yarbrough
    
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table utilizes the Standard & Poor’s Internet Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the 2023 Form 10-K. The comparison assumes $100 was invested for the period starting May 26, 2021 (the date our Class A common stock commenced trading on the NYSE), through the end of the listed year in the Company and in the Standard & Poor’s Internet Select Industry Index. Historical stock performance is not necessarily indicative of future stock performance.    
PEO Total Compensation Amount $ 464,876 $ 1,096,155 $ 35,189,890
PEO Actually Paid Compensation Amount $ (14,017,110) (7,361,047) 34,355,976
Adjustment To PEO Compensation, Footnote The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in FASB ASC Topic 718 by reference to: (1) for time- and service-based RSU awards, the Company’s closing price on applicable year-end dates or, in the case of vesting dates, the closing price on the vesting date; (2) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock
price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%; and (3) for the CEO Grant, Monte Carlo simulation models. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in the 2023 Form 10-K.
Compensation Actually Paid to our PEO, Mr. Siegel, reflects the following adjustments from Total compensation reported in the Summary Compensation Table for the years set forth in the table below:
Prior FYE
12/31/2020
12/31/2021
12/31/2022
Current FYE
12/31/2021
12/31/2022
12/31/2023
Fiscal Year
202120222023
Summary Compensation Table Total
$35,189,890 $1,096,155 $464,876 
 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
$(24,425,697)$— $— 
 + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year$22,791,698 $— $— 
 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
$— $(8,309,712)$— 
 + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
$800,085 $(147,490)$— 
 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
$— $— $— 
 - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
$— $— $(14,481,986)
Compensation Actually Paid
$34,355,976 $(7,361,047)$(14,017,110)
The change in fair value of prior fiscal year-end stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during 2023 reflects the cancellation of the CEO Award in December 2023. For more information regarding the CEO Grant, see the section titled “Compensation Discussion and Analysis—Elements of Our Named Executive Officers’ Direct Compensation—Equity Compensation—CEO Performance-Based Restricted Stock Unit Award.”
    
Non-PEO NEO Average Total Compensation Amount $ 4,511,560 2,228,483 6,874,618
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,677,586 1,368,571 11,091,444
Adjustment to Non-PEO NEO Compensation Footnote Compensation Actually Paid to Non-PEO NEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table for the years set forth in the table below:
Prior FYE
12/31/2020
12/31/2021
12/31/2022
Current FYE
12/31/2021
12/31/2022
12/31/2023
Fiscal Year
202120222023
Average Summary Compensation Table Total
$6,874,618 $2,228,483 $4,511,560 
 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
$(6,326,448)$(1,542,000)$(4,087,125)
 + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year$4,657,545 $846,656 $1,893,687 
 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
$1,444,580 $(255,866)$(215,145)
 + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
$1,363,281 $418,922 $694,600 
 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
$3,077,868 $(327,624)$(119,991)
 - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
$— $— $— 
Average Compensation Actually Paid
$11,091,444 $1,368,571 $2,677,586 
The amounts reported above include grants under our 2021 AEIP. The 2021 AEIP, which was included within Stock Awards for 2021 in the Summary Compensation Table, was recognized as fully vested as of December 31, 2021 in accordance with ASC 718. These awards were granted in February 2022 and the release of shares occurred on March 15, 2022. For purposes of calculating the Average Compensation Actually Paid, the unvested awards were considered granted and unvested as of December 31, 2021 and the vesting of the 2021 AEIP was recognized as of March 15, 2022.
During the year ended December 31, 2021, one Non-PEO NEO received the right to early exercise their options prior to the vesting date as stipulated in their options agreement. For purposes of calculating the Average Compensation Actually Paid, we recognized the vesting of the early exercised options at the date on which they legally vested in accordance with the terms of the agreement.
    
Equity Valuation Assumption Difference, Footnote The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in FASB ASC Topic 718 by reference to: (1) for time- and service-based RSU awards, the Company’s closing price on applicable year-end dates or, in the case of vesting dates, the closing price on the vesting date; (2) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock
price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%; and (3) for the CEO Grant, Monte Carlo simulation models. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in the 2023 Form 10-K.
    
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid versus Total Shareholder Return (“TSR”)
Comp v TSR - April 2024.jpg
TSR in the above chart, in the case of both the Company and our Peer Companies as noted in footnote (6) of the above Pay Versus Performance Table, reflects the cumulative return of $100 as if invested on May 26, 2021 (the date our Class A common stock commenced trading on the NYSE), including reinvestment of any dividends.
    
Compensation Actually Paid vs. Net Income
Compensation Actually Paid versus Net Income
Comp v Net Income - April 2024.jpg
    
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid versus Revenue
Comp v Revenue - April 2024.jpg
    
Tabular List, Table
The following table presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.
Revenue
    
Total Shareholder Return Amount $ 66.67 78.75 119.62
Peer Group Total Shareholder Return Amount 51.23 36.70 86.01
Net Income (Loss) $ 49,098,000 $ 61,494,000 $ 3,600,000
Company Selected Measure Amount 645,722,000 904,649,000 741,141,000
PEO Name Ian Siegel    
Additional 402(v) Disclosure The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year.We determined revenue to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022 and 2023. The dollar amounts reported represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year. This performance measure may not have been the most important financial performance measure for 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.    
Measure:: 1      
Pay vs Performance Disclosure      
Name Revenue    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 22,791,698
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 (8,309,712) 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 (147,490) 800,085
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (14,481,986) 0 0
PEO | Equity Awards Granted During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 (24,425,697)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,893,687 846,656 4,657,545
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (215,145) (255,866) 1,444,580
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 694,600 418,922 1,363,281
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (119,991) (327,624) 3,077,868
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Equity Awards Granted During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (4,087,125) $ (1,542,000) $ (6,326,448)