Gordon Stephenson
Director at ZG
Board
About Gordon Stephenson
Independent director since May 2005; age 59; BA in Economics from Stanford. Co‑founder, Principal and Designated Broker of Real Property Associates (RPA), an independent brokerage, property management, and development company founded in 1991, with prior associate broker roles at Prudential MacPhersons and Windermere Real Estate in Seattle . He is designated independent under Nasdaq/SEC rules; Board determined independence after reviewing relationships, including RPA’s participation in Zillow’s Premier Agent and Listing Showcase programs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Real Property Associates (RPA) | Co‑founder, Principal, Designated Broker | 1991–present | Operates independent brokerage, property management, and development |
| Prudential MacPhersons | Associate Broker | Pre‑1991 | Real estate brokerage experience |
| Windermere Real Estate | Associate Broker | Pre‑1991 | Real estate brokerage experience |
| Anchor Bancorp / Anchor Bank | Director | Sep 2016–Nov 2018 | Community bank governance |
| Pure Watercraft Inc. | Director | Jun 2017–Jun 2024 | Electric boat company oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University District Parking Associates Inc. | Director | Since Jun 2024 | Private provider of affordable parking |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee Chair .
- Audit Committee financial expert designation (Stephenson qualifies) .
- Independence: Board determined Stephenson meets SEC/Nasdaq “independent” definition; noted RPA participates in Zillow’s Premier Agent and Listing Showcase programs and still concluded independence .
- Attendance: In 2024, Board held 5 meetings; Audit 4; Compensation 4; Nominating & Governance 2. All incumbent directors attended 100% of Board/committee meetings during their term except one director (Bohutinsky at 73%); implies Stephenson attended 100% .
- Years of service: Director since May 2005 .
- Executive sessions: Independent directors meet periodically without management .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | “No director receives cash compensation”; only expense reimbursement |
| Committee membership/Chair fees | Not disclosed | No cash fees described; equity is sole compensation |
| Meeting fees | $0 | Not paid; only reasonable expenses reimbursed |
Performance Compensation
| Equity Component | Grant Date | 2024 Grant Fair Value | Instrument Details | Vesting/Exercise |
|---|---|---|---|---|
| Annual director equity (election under NED Equity Program) | Mar 1, 2024 | $586,225 (options) | Stephenson elected options; RSUs $0; directors can elect RSUs or options in 25% increments; 3 options per 1 RSU exchanged | |
| Program baseline RSU value (reference) | Mar 1, 2024 | $315,000 per Annual RSU Award; 5,652 RSUs sized off 20‑day average price (before any election) | Applies to eligible non‑employee directors; subject to equity choice to receive options instead | |
| Performance metrics tied to director pay | N/A | N/A | No revenue/EBITDA/TSR or ESG metrics disclosed for director compensation |
- Option exercise price policy: Equal to closing price of Class C stock on grant date; prior NED Stock Option Program grants (e.g., initial prorated grant for Gurley) vested one‑fourth per quarter over one year; vesting terms under NED Equity Program are administered per program (no director‑specific vesting schedule disclosed for Stephenson) .
- Clawback: Company maintains an Incentive Compensation Recoupment Policy aligning with Dodd‑Frank; applies to incentive compensation generally (focused on executives), with SOX clawback for CEO/CFO. No director‑specific clawback terms disclosed .
Other Directorships & Interlocks
- Other public/private directorships: Anchor Bancorp (Sep 2016–Nov 2018); Pure Watercraft Inc. (Jun 2017–Jun 2024); University District Parking Associates Inc. (since Jun 2024) .
- Interlocks/potential conflicts: RPA (led by Stephenson) participates in Zillow’s Premier Agent and Listing Showcase programs; Board considered this in independence review .
Expertise & Qualifications
- Real estate industry, finance, operational management; designated Audit Committee financial expert .
Equity Ownership
| Security | Shares Beneficially Owned | % Class / Voting Power | Notes |
|---|---|---|---|
| Class A common stock (voting) | 41,647 | ≤1% voting power | Includes 25,502 shares held by Stephenson Family LLC |
| Class B common stock (voting) | — | — | None disclosed |
| Class C capital stock (non‑voting) | 178,149 | N/A | Includes 40,000 shares held by Stephenson Family LLC |
| Options (Class C) exercisable or becoming exercisable within 60 days of Mar 24, 2025 | 109,859 | N/A | Unexercised options outstanding as of Dec 31, 2024 also 109,859 |
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging (margin accounts) with limited pre‑approved exceptions; no pledging/hedging by Stephenson disclosed .
Governance Assessment
- Committee leadership: Chairing Nominating & Governance and serving on Audit (as a financial expert) positions Stephenson at the center of board composition, evaluation, sustainability oversight, and financial reporting risk management—positive for board effectiveness .
- Attendance and tenure: 100% attendance in 2024 and two decades of service provide continuity; long tenure requires continued vigilance on independence, which the Board reviewed and affirmed .
- Compensation alignment: Equity‑only director pay (no cash retainers/meeting fees) aligns directors with long‑term shareholder value; Stephenson elected full options in 2024, increasing pay‑for‑performance sensitivity to stock appreciation .
- RED FLAG – Potential business relationship: RPA’s participation in Zillow programs represents a related relationship the Board specifically considered in independence determination; ongoing monitoring via Audit/Nominating & Governance oversight of related‑party matters is prudent .
- Shareholder signals: Company’s say‑on‑pay (executive) received ~78% support in 2024, indicating general investor acceptance of compensation practices; while not director‑specific, it informs overall governance sentiment .
Overall, Stephenson’s governance profile combines deep real estate/operator expertise with strong committee roles and perfect attendance. The disclosed RPA relationship is a watch point but was reviewed in independence determinations, with structural mitigants via committee oversight and equity‑only director compensation aligning interests with shareholders .