ZipRecruiter appoints Jeffrey Liaw independent director
Liaw previously held CEO, co-CEO, president and CFO roles at Copart and served as CFO of FleetPride.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
ZipRecruiter, Inc. (ZIP) appointed Jeffrey Liaw as a Class III independent director after Emily McEvilly resigned from the Board and its Nominating and Corporate Governance Committee, with both changes effective October 29, 2026. Liaw’s term expires at the 2027 annual meeting, when Class III directors are next elected. McEvilly’s resignation was not the result of a disagreement with the company.
Liaw will receive a $50,000 annual retainer, prorated for the remainder of the year. The Compensation Committee will grant a $200,000 initial RSU award and a $133,333 prorated annual RSU award. Both awards are subject to continued Board service and accelerate in full upon consummation of a Corporate Transaction.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual director retainer: $50,000 per year
Initial RSU award: $200,000 aggregate value
Prorated annual RSU award: $133,333 aggregate value
+1 more
4 metrics
Annual director retainer
$50,000 per year
Prorated for the remainder of the year.
Initial RSU award
$200,000 aggregate value
Value as of the date of grant.
Prorated annual RSU award
$133,333 aggregate value
Value as of the date of grant.
Director term
2027 annual meeting
Liaw’s Class III term expires at the meeting.
Key Terms
restricted stock units, Class III director, independent director, Corporate Transaction, +1 more
5 terms
restricted stock units financial
"an initial award of restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Class III director regulatory
"serve as a Class III director"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
independent director regulatory
"determined that Mr. Liaw is an "independent director""
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Corporate Transaction financial
"upon the consummation of a Corporate Transaction"
Non-Employee Director Compensation Policy financial
"under the Company’s non-employee director compensation policy"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board changes did ZIP announce?
Jeffrey Liaw joined as a Class III independent director, and Emily McEvilly resigned from the Board and its Nominating and Corporate Governance Committee, effective October 29, 2026. Liaw’s term expires at the 2027 annual meeting, when Class III directors are next elected.
How do Jeffrey Liaw’s ZIP RSU awards vest?
The initial award vests in thirds on the earlier of each of the first three annual grant anniversaries or the corresponding annual stockholder meetings. The prorated annual award vests on the earlier of the 2027 annual meeting or October 29, 2027. Both awards require continued Board service.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(877 ) 252-1062
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2026, Emily McEvilly notified ZipRecruiter, Inc. (the “Company”) of her decision to resign from the Company’s Board of Directors (the “Board”), including from the Nominating and Corporate Governance Committee of the Board, effective immediately. Ms. McEvilly’s resignation did not result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
On October 29, 2026, the Board appointed Jeffrey Liaw to fill the vacancy resulting from Ms. McEvilly’s resignation. The Board has determined that Mr. Liaw is an “independent director” as defined in the New York Stock Exchange listing standards and applicable Securities and Exchange Commission rules and regulations. Effective immediately, Mr. Liaw will serve as a Class III director to hold office for a term expiring at the Company’s 2027 annual meeting of stockholders, which is the next stockholder meeting at which Class III directors will be elected.
There are no family relationships, as defined in Item 401 or Regulation S-K, between Mr. Liaw and any of the Company’s executive officers or directors or persons nominated or chosen to become directors or officers. There is no arrangement or understanding between Mr. Liaw and any other persons pursuant to which Mr. Liaw was selected as a director. Mr. Liaw is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Jeffrey Liaw served as the Chief Executive Officer and as a member of the board of directors of Copart, Inc., a global online vehicle auction company, from April 2024 to July 2026, as Co-Chief Executive Officer from April 2022 to April 2024, as President and Chief Executive Officer North America from February 2021 to April 2022, as President from September 2019 to January 2021, and as Chief Financial Officer from September 2016 to October 2020. Prior to Copart, Mr. Liaw served as Chief Financial Officer of FleetPride, Inc., a distributor of aftermarket heavy-duty truck parts, from 2013 to 2015, and as a principal at TPG Capital, L.P., a private equity firm, from 2005 to 2013, where he oversaw investments in the financial services and industrial sectors. Mr. Liaw holds a B.A. in Plan II Liberal Arts and a B.B.A. in Finance and the Business Honors Program from the University of Texas at Austin and an M.B.A. from Harvard Business School. Mr. Liaw was selected to serve on the Board because of his executive experience and business acumen.
Mr. Liaw’s compensation will be as provided under the Company’s non-employee director compensation policy (the “Non-Employee Director Compensation Policy”). Mr. Liaw will receive a $50,000 annual retainer for his service as a director, which will be pro-rated for the remainder of this year. Additionally, in connection with Mr. Liaw’s election as a non-employee director of the Board and consistent with the Non-Employee Director Compensation Policy, the Compensation Committee of the Board will grant to Mr. Liaw an initial award of restricted stock units (“RSUs”) with an aggregate value of $200,000 as of the date of grant (the “Initial Award”), which will vest as to one-third of the shares subject to the Initial Award on the earlier of (1) each of the first three annual anniversaries of the grant date of the Initial Award and (2) each of the first three annual meetings of our stockholders following the grant date of the Initial Award, and a pro-rated annual award of RSUs with an aggregate value of $133,333 as of the date of grant, which will vest on the earlier of (i) the date of the Company’s 2027 annual meeting of stockholders and (ii) October 29, 2027 (the “Annual Award”), in each case, with continued vesting subject to Mr. Liaw’s continued service as a director on the Board. The Initial Award and the Annual Award will accelerate in full upon the consummation of a Corporate Transaction (as defined in the Company’s 2021 Equity Incentive Plan).
The Company also expects that Mr. Liaw will enter into the Company’s standard form of indemnification agreement, the form of which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 7.01 Regulation FD Disclosure.
On November 2, 2026, the Company issued a press release announcing the appointment of Mr. Liaw to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||
| 99.1 | Press Release, dated November 2, 2026. | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ZIPRECRUITER, INC. | ||||||||
| Date: November 2, 2026 | By: | /s/ Carmen Chan | ||||||
| Carmen Chan | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||
Exhibit 99.1
ZipRecruiter Announces Board of Directors Appointment
SANTA MONICA, CA (November 2, 2026) – ZipRecruiter® (NYSE: ZIP), a leading online employment marketplace, today announced the appointment of Jeffrey Liaw to the company’s Board of Directors (the “Board”) and the resignation of Emily McEvilly from her position as a member of the Board, both effective October 29, 2026.
“Jeff is an accomplished operator who has scaled one of the world’s leading online marketplaces, and we’re excited to welcome him to our Board,” said Ian Siegel, CEO of ZipRecruiter. “Over nearly a decade at Copart, Jeff served as CFO, President, and CEO. That gives him a rare combination of financial discipline and operational leadership. His experience using technology to connect two sides of a marketplace will be a tremendous asset as we work to create more meaningful connections between employers and job seekers.”
“On behalf of the entire Board, I want to thank Emily for her valuable guidance and contributions to ZipRecruiter. We’re grateful for her service and wish her continued success,” added Siegel.
Jeffrey Liaw served as the Chief Executive Officer and as a member of the board of directors of Copart, Inc., a global online vehicle auction company, from April 2024 to July 2026. Previously at Copart, he served as Co-Chief Executive Officer (April 2022 to April 2024); President and Chief Executive Officer, North America (February 2021 to April 2022); President (September 2019 to January 2021); and Chief Financial Officer (September 2016 to October 2020). Prior to Copart, Mr. Liaw served as Chief Financial Officer of FleetPride, Inc., a distributor of aftermarket heavy-duty truck parts, from 2013 to 2015, and as a principal at TPG Capital, L.P., a private equity firm, from 2005 to 2013, where he oversaw investments in the financial services and industrial sectors. Mr. Liaw holds a B.A. in Plan II Liberal Arts and a B.B.A. in Finance and the Business Honors Program from the University of Texas at Austin and an M.B.A. from Harvard Business School.
About ZipRecruiter
ZipRecruiter® (NYSE:ZIP) is a leading online employment marketplace that actively connects people to their next great opportunity. ZipRecruiter’s powerful matching technology improves the job search experience for job seekers and helps businesses of all sizes find and hire the right candidates quickly. ZipRecruiter has been the #1 rated job search app on iOS & Android for the past nine years1 and is rated the #1 employment job site by G2.2 For more information, visit www.ziprecruiter.com.
Contacts
Investors:
Emilio Sartori
Investor Relations
ir@ziprecruiter.com
Corporate Communications:
Claire Walsh
Press Relations
press@ziprecruiter.com
1 Based on job seeker app ratings, during the period of January 2017 to January 2026 from AppFollow for ZipRecruiter, Glassdoor, Indeed, LinkedIn, and Monster.
2 Based on G2 satisfaction ratings in N. America as of January 12, 2026.