Susan Daimler
Cushman & WakefieldAbout Susan Daimler
Independent director at Cushman & Wakefield (CWK), appointed effective August 1, 2025; Class I director with term expiring at the 2028 annual meeting. Age 48. Background: former President of Zillow (2021–2024), proptech entrepreneur (Buyfolio co-founder; SeatGuru co-founder), with current external board roles at PubMatic and the Johns Hopkins University Board of Trustees. BA in English, Johns Hopkins University. Independence affirmed; no related-party transactions requiring disclosure at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group | President (responsible for ~$1.5B revenue businesses incl. Premier Agent, Zillow Home Loans, New Construction, StreetEasy) | 2021–2024 | Led strategy, operations, sales; deep digital real estate operating experience . |
| Zillow Group | Senior VP/GM roles; joined via Buyfolio acquisition | 2012–2021 | Built/grew Premier Agent and StreetEasy businesses . |
| Buyfolio, Inc. | Co-founder | 2009–2012 | Co-shopping platform for agents/homebuyers; acquired by Zillow in 2012 . |
| SeatGuru | Co-founder | Pre-2007 | Travel website; acquired by Expedia in 2007 . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PubMatic, Inc. (NASDAQ: PUBM) | Director | Current | Digital advertising; no CWK interlock disclosed . |
| Johns Hopkins University | Board of Trustees | Current | Governance role in non-profit/academic setting . |
Board Governance
- Status and tenure: Independent director; appointed Aug 1, 2025; Class I term to AGM 2028 . Age 48 .
- Committee assignments: Not determined at time of appointment; no subsequent committee disclosure located in filings through Sept 4, 2025 .
- Independence and engagement: CWK highlights independent lead director, regular executive sessions of independent directors, and all committees composed entirely of independent directors .
- Attendance: In 2024, the Board held 4 meetings; each director attended at least 75% of Board/committee meetings during their service in 2024. Committee meetings in 2024: Audit 11, Compensation 4, Nominating & Corporate Governance (NomGov) 4 .
- Board structure refresh/declassification: Company expects to declassify the Board over a three‑year phase-out following redomiciliation; interim classes continue through 2028 .
Fixed Compensation
Policy-based director compensation (effective May 2, 2024; maintained into 2025 per 2025 proxy):
| Type | Amount (USD) |
|---|---|
| Annual Board retainer | $110,000 |
| Lead Independent Director additional retainer | $40,000 |
| Non-Executive Chairman additional retainer | $100,000 |
| Audit Committee chair | $40,000 |
| Compensation Committee chair | $25,000 |
| NomGov Committee chair | $20,000 |
| Audit Committee member (non-chair) | $10,000 |
| Compensation Committee member (non-chair) | $10,000 |
| NomGov Committee member (non-chair) | $10,000 |
| Meeting fees | None (reimbursement of reasonable expenses) |
At appointment, Daimler is eligible for the standard Non‑Employee Director Compensation Program .
Performance Compensation
| Element | Terms |
|---|---|
| Annual RSU grant (Non‑Employee Directors) | $180,000 grant-date fair value; vests in full on first anniversary of grant (post‑May 16, 2024 grants). New directors receive pro‑rated awards if joining mid‑cycle . |
| Additional equity for Non‑Executive Chairman | +$100,000 RSU grant on consistent terms . |
| Performance metrics tied to director equity | None; time‑vesting RSUs only (no PSUs/options for directors in program) . |
Other Directorships & Interlocks
| Company | Role | Industry/Relationship to CWK | Notes |
|---|---|---|---|
| PubMatic, Inc. | Director | Ad tech; no disclosed commercial relationship with CWK | No Item 404(a) related-party transactions at appointment . |
| Johns Hopkins University | Trustee | Non-profit | Not a commercial interlock . |
Expertise & Qualifications
- Digital/proptech operating leadership (Zillow President; scaled revenue lines to ~$1.5B) .
- Entrepreneurial track record with successful exits (Buyfolio→Zillow, SeatGuru→Expedia) .
- Governance experience on a public-company technology board (PubMatic) and major university board .
- Education: BA, Johns Hopkins University .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership of CWK | 0 shares as of August 26, 2025 (<1%) . |
| Shares outstanding reference | 231,531,216 as of Aug 26, 2025 . |
| Director ownership guidelines | Non‑Employee Directors: 5x annual base cash retainer; must retain 100% of after‑tax shares until threshold met . |
| Hedging/pledging | Prohibited (no short sales, derivatives, hedging; no margin/pledging) . |
| Compliance snapshot | As of Dec 31, 2024, all directors were in compliance (either meeting minimum or under retention); Daimler joined in 2025 and will be subject to these rules . |
Say‑on‑Pay & Shareholder Feedback
| Year | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 | Advisory vote on NEO compensation | 206,741,737 | 2,966,105 | 70,029 | 11,623,703 |
| 2025 | Advisory vote on Directors’ Remuneration Report | 206,795,336 | 2,913,281 | 69,254 | 11,623,703 |
| 2024 | Advisory vote on NEO compensation | 191,264,279 | 6,321,214 | 78,674 | 13,258,886 |
| 2024 | Advisory vote on Directors’ Remuneration Report | 192,041,381 | 5,546,057 | 76,729 | 13,258,886 |
Indicative approval rates: 2025 Say‑on‑Pay ≈98.6% of votes cast (For/(For+Against+Abstain)) based on the above counts ; 2024 ≈96.8% based on the above counts .
Related‑Party Transactions & Conflicts
- Appointment disclosures state no transactions in which Ms. Daimler has a direct or indirect material interest requiring disclosure under Item 404(a) at the time of appointment .
- CWK maintains formal Related Party Transaction Policies with Audit Committee oversight post‑redomiciliation .
- Anti‑hedging/pledging policy reduces misalignment risk .
Employment & Contracts (Director)
- Compensation under standard Non‑Employee Director program; no employment agreement. Standard director indemnity deed; company provides indemnification/advancement consistent with Articles/Bye‑laws (updated for Bermuda redomiciliation) .
Compensation Structure Analysis (Director)
- Mix emphasizes equity alignment (time‑vested RSUs $180k vs. cash retainer $110k → equity-heavy mix) .
- 2024 changes increased base retainer to $110k and increased NomGov member retainer to $10k; added explicit Lead Director and Chairman retainers—modernization to market data .
- No options or performance-conditioned equity for directors; reduces risk-taking incentives but also limits pay‑for‑performance signaling at the director level .
Governance Assessment
- Positives:
- Independent appointment with deep digital/proptech operating expertise supports CWK’s strategy pivot toward growth and innovation; part of broader Board refresh in 2025 .
- Strong shareholder support on compensation proposals in 2024–2025 underpins investor confidence in governance and pay frameworks .
- Robust director ownership, anti‑hedging/pledging, and indemnification frameworks in place; committees comprised entirely of independent directors; regular executive sessions .
- Watch items / potential RED FLAGS:
- Initial ownership at 0 shares as of Aug 26, 2025 implies near‑term “skin‑in‑the‑game” depends on new RSU grants and guideline accumulation (mitigated by 100% retention until guideline met) .
- Committee assignments were TBD at appointment; lack of immediate committee seat may delay influence on key oversight areas (audit/compensation/governance) .
- External board (PubMatic) creates time allocation considerations; no conflicts disclosed and no Item 404(a) transactions at appointment .
Overall: Daimler brings scarce digital and marketplace operating experience to a CRE services board, aligning with CWK’s stated growth/innovation agenda. Policy scaffolding (ownership rules, hedging/pledging prohibitions) and strong say‑on‑pay outcomes support governance quality; near‑term alignment will strengthen as equity awards vest and ownership guidelines are met .