Susan Daimler
About Susan Daimler
Susan Daimler, 47, is an independent director of PubMatic (since 2020) and serves as President of Zillow Group, Inc. She co-founded Buyfolio (acquired by Zillow in 2012) and SeatGuru (acquired by Expedia in 2007), and holds a B.A. in English from Johns Hopkins University, where she serves on the Board of Trustees . She is classified as independent under Nasdaq/SEC rules and sits on PubMatic’s Compensation Committee and chairs its Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buyfolio, Inc. | Co-founder; sold to Zillow | Co-founded 2009; joined Zillow Oct 2012 via acquisition | Entrepreneurial operator; consumer product focus |
| SeatGuru | Co-founder; sold to Expedia | Acquired 2007 | Consumer travel tech; product/customer experience expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zillow Group, Inc. (public) | President | Current | Leads Premier Agent, Zillow Home Loans, New Construction, StreetEasy, and communications |
| Johns Hopkins University | Board of Trustees | Current | Former Chair of Advisory Board to the Dean of Arts & Sciences |
Board Governance
- Independence: Determined independent by the Board; all members of Compensation and Nominating & Governance committees are independent .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Attendance and engagement: In 2024, the Board met 4 times; Compensation 7; Nominating & Governance 4; no director attended fewer than 75% of applicable meetings .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting .
- Director elections: Incumbent; re-nominated for one-year terms .
Director Election Results (Susan Daimler)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Votes For | 87,130,365 | 94,715,067 | 80,112,355 |
| Votes Withheld | 5,544,318 | 10,135,622 | 13,143,677 |
| Broker Non-Votes | 11,088,450 | 8,372,592 | 7,366,533 |
Fixed Compensation
Non-Employee Director Compensation Structure (as of Dec 31, 2024)
| Component | Amount |
|---|---|
| Board annual cash retainer | $45,000 |
| Lead Independent Director fee (if appointed) | $20,000 |
| Committee Chair fees: Audit / Compensation / Nominating & Gov | $20,000 / $15,000 / $10,000 |
| Committee member fees: Audit / Compensation / Nominating & Gov | $10,000 / $7,500 / $7,000 |
| Cash fee deferral option | May elect DSUs; settle earlier of 3rd anniversary of annual meeting, change of control, or separation |
Susan Daimler – FY2024 Director Compensation
| Metric | FY 2024 |
|---|---|
| Fees earned or paid in cash | $61,000 (elected as DSUs) |
| Stock awards (RSUs) – grant date fair value | $185,000 |
| Option awards | $0 |
| Total | $246,000 |
Note: For 2024, Daimler elected to receive cash fees in DSUs, awarded following the May 30, 2025 annual meeting . Annual equity awards are RSUs; non-employee directors held no stock options as of Dec 31, 2024 .
Performance Compensation
| Feature | Details |
|---|---|
| Annual equity grant (directors) | $185,000 in RSUs; vests at earlier of next annual meeting, 1 year from grant, death/disability, or change in control |
| DSU election (equity) | May elect DSUs; settle earlier of 3rd anniversary of grant, death/disability, change of control, or separation |
| Performance metrics | None disclosed for director equity; time-based vesting only |
| Unvested RSUs held (as of 12/31/2024) | 8,447 shares for each non-employee director, including Daimler |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Daimler in the proxy (serves as President of Zillow; not disclosed as a public company director) .
- Committee interlocks: None; Compensation Committee members (Mehta, Daimler) were never PubMatic officers; no interlocks disclosed .
Expertise & Qualifications
- Operating leadership in scaled consumer/marketplace and fintech-adjacent platforms (Zillow, SeatGuru, Buyfolio) .
- Governance leadership as Chair of Nominating & Corporate Governance; experience in board evaluation and refreshment processes .
- Education and civic engagement: B.A. Johns Hopkins; active university governance (Trustee) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Class A common (direct) | 9,971 | |
| RSUs (Class A) vesting within 60 days of April 1, 2025 | 20,374 | |
| Class B common (Daimler) | 1,500 | |
| Class B common (spouse) | 1,500 | |
| Total beneficial (Class A) shown in table | 30,345; less than 1% | |
| Total beneficial (Class B) shown in table | 3,000; less than 1% | |
| Options | None disclosed for directors; proxy notes no stock options held as of 12/31/2024 | |
| Hedging/pledging | Prohibited absent pre-approval under insider trading policy |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support approximately 98.3%, viewed as strong support by the Compensation Committee .
- 2025 say-on-pay (advisory) vote passed; detailed vote counts below.
Say-on-Pay Results (Advisory NEO Compensation Vote)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Votes For | 90,771,085 | 103,010,019 | 88,346,788 |
| Votes Against | 1,834,254 | 1,805,222 | 4,877,962 |
| Abstentions | 69,344 | 35,448 | 31,282 |
| Broker Non-Votes | N/A | 8,372,592 | 7,366,533 |
Compensation Committee Analysis
- Composition: Nick Mehta (Chair), Susan Daimler (member) .
- Consultant: FW Cook engaged by the Committee; reported directly to Committee; Committee determined no conflicts of interest .
- Responsibilities: Executive pay oversight, director pay recommendations, plan administration, regulatory compliance .
Related-Party Transactions and Policies
- Policy: Related-person transactions >$120,000 require Audit Committee review/approval (or Nominating & Governance if the Audit Committee has a conflict) .
- Disclosures: From Jan 1, 2024 to the proxy date, no related-party transactions other than those disclosed in Board/Executive Compensation sections .
- Insider trading/hedging/pledging: Company policy prohibits hedging and pledging without pre-approval; policy filed as Exhibit 19.1 to the 10-K .
Governance Assessment
- Strengths:
- Independent director chairing Nominating & Governance Committee; enhances board refreshment and evaluation rigor .
- High shareholder support on say-on-pay (2024 ~98.3%) and passing 2025 advisory vote; indicates alignment with investors .
- Strong engagement: no director below 75% attendance; clear committee workload (Compensation 7 meetings; Nominating & Governance 4) .
- Director compensation features equity and DSU election, supporting alignment and deferral .
- Watch items:
- Dual-class structure concentrates voting power with founders (high Class B holdings and voting power disclosed), which can limit shareholder influence on director elections and governance changes .
- Operating role at a large public company (Zillow) can create competing time demands; PubMatic’s guidelines consider outside commitments, but no numeric board cap is specified in the proxy .
- No red flags identified:
- No related-party transactions involving Daimler; no hedging/pledging exceptions disclosed; no director compensation interlocks .
Note: Director-specific ownership guidelines or compliance status were not disclosed in the proxy.