Claire Cormier Thielke
Director at ZG
Board
About Claire Cormier Thielke
Independent director of Zillow Group since October 2020; currently serves on the Audit Committee and is designated an “audit committee financial expert.” She is 39 and is Global Head – Product Development at Prologis (formerly CIO, Asia), with prior senior leadership at Hines across Asia Pacific and Greater China; she lectures as adjunct faculty at Stanford. Education includes BA in Urban Planning, MS in Construction Management, and Degree of Engineer (Civil Engineering Ph.D. Department), all from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prologis, Inc. | Global Head – Product Development | Since Jan 2025 | Senior executive leadership in product development |
| Prologis, Inc. | Chief Investment Officer, Asia | Sep 2023 – Jan 2025 | Led Asia investment activities |
| Hines | Country Head, Greater China | Jun 2021 – Aug 2023 | Regional leadership for China |
| Hines | Senior Managing Director, Asia Pacific | Jan 2019 – Jun 2021 | Senior operating leadership across APAC |
| Hines | Various roles | 2009 – Sep 2023 | Long-tenured real estate operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Adjunct faculty (technology, institutional investment, real estate) | Not disclosed | Academic/industry engagement |
| Memorial City Bank (private) | Director; Audit Committee Chair | 2011 – 2015 | Chaired audit committee |
| Legacy Community Health (nonprofit) | Director | 2010 – 2018 | Board service |
| Buffalo Bayou Partnership (nonprofit) | Director | 2011 – 2019 | Board service |
| Current public company boards | None | — | — |
Board Governance
- Independence: The Board determined Ms. Thielke is independent under SEC and Nasdaq rules .
- Committees: Audit Committee member; Audit Chair is Gregory B. Maffei; other member Gordon Stephenson .
- Financial Expertise: The Board designated Ms. Thielke as an audit committee financial expert .
- Attendance: In 2024, each incumbent director attended 100% of Board and applicable committee meetings, except one director (not Ms. Thielke); the Board, Audit, Compensation, and Nominating & Governance committees held 5, 4, 4, and 2 meetings, respectively .
- Risk oversight context: Audit Committee covers financial reporting, ICFR, auditor oversight, and major risks including data privacy/cybersecurity .
Fixed Compensation
| Component | 2024 Amount/Policy |
|---|---|
| Cash retainer | $0 – no director receives cash compensation for Board service |
| Meeting fees | $0 – not paid; reasonable expenses reimbursed |
Performance Compensation
| Equity Element | 2024 Detail | Vesting/Notes |
|---|---|---|
| Annual RSU Award (default election) | $315,000 target value; actual March 2024 grant sized at 5,652 RSUs per eligible director before any option election | NED Equity Program effective Feb 13, 2024; directors could elect to exchange RSUs for options at a 3:1 option-to-RSU conversion |
| Ms. Thielke – RSU grant-date value | $322,729 (March 2024) | Unvested RSUs held at 12/31/24: 1,413 |
| Ms. Thielke – Option awards (2024) | $0 (no option grant value reported for 2024) | Unexercised options held at 12/31/24: 14,135 |
Equity-only structure aligns director pay to shareholder value; no performance metrics are used for director pay (equity choice program is time-based RSUs/options) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks (company-wide disclosure) | None involving Zillow executive officers in 2024; no Item 404 relationships for comp committee members |
Expertise & Qualifications
- Real estate industry, finance, and operational management expertise (explicitly cited in the proxy) .
- Audit committee financial expert; prior audit chair experience at a bank (Memorial City Bank) .
- Stanford academic credentials and adjunct teaching enhance capital markets/innovation perspective .
Equity Ownership
| Security | Beneficial Ownership (as of Mar 24, 2025) | Notes |
|---|---|---|
| Class A common | 0 shares | Per management ownership table |
| Class B common | 0 shares | Per management ownership table |
| Class C capital stock (beneficial) | 14,135 | Represents options exercisable within 60 days included in beneficial ownership calc |
| Unexercised stock options | 14,135 | As of 12/31/24 |
| Unvested RSUs | 1,413 | As of 12/31/24 |
| Hedging/pledging status (policy) | Company policy prohibits short sales and hedging; pledging is prohibited absent pre-approval with demonstrated ability to repay without resort to pledged shares |
Governance Assessment
- Strengths:
- Independent audit committee member and designated audit committee financial expert; brings deep real estate/finance operating experience and prior audit chair role at a bank, supporting robust financial oversight .
- 100% attendance in 2024 (among all incumbents except one director), indicating strong engagement; Board and Audit met 5 and 4 times, respectively .
- Pure equity (no cash) director compensation aligns incentives with long-term shareholder value; 2024 grant taken in RSUs ($322,729) under shareholder-aligned NED Equity Program .
- Company-wide anti-hedging/anti-pledging policy limits misalignment risk; audit committee oversees related-party transactions .
- Potential watch items:
- Say-on-pay received ~78% support in 2024—passed but below best-in-class thresholds; Board disclosed shareholder engagement and ongoing review of pay program .
- No specific director ownership guidelines disclosed; however, equity-only compensation partially mitigates alignment concerns .
Related-party transactions: Proxy discloses no related-person transactions >$120,000 in 2024 other than items described (none involve Ms. Thielke); the audit committee administers the related-party policy .