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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule
14a‑6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a‑12 |
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ZILLOW GROUP, INC. |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) |
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Payment of Filing Fee (Check all boxes that apply): |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a‑6(i)(1) and 0‑11. |
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Letter from our Chief Executive Officer and Executive
Chairman
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Seattle, Washington
Dear Zillow Group Shareholder,
On behalf of the Board of Directors, we invite you to attend the
2023 Annual Meeting of Shareholders of Zillow Group, Inc., which
will be held on June 6, 2023 at 2:00 p.m. (Pacific Time). The
virtual-only Annual Meeting will be accessible at
www.meetnow.global/MF5KMQA, where you will be able to listen to the
meeting live, submit questions and vote online. Our Board of
Directors has fixed the close of business on March 29, 2023 as the
record date for determining those shareholders entitled to notice
of, and to vote at, the Annual Meeting and any adjournments
thereof.
The Notice of Annual Meeting and this Proxy Statement contain
details of the business to be conducted at the Annual Meeting. This
Proxy Statement is first being sent to shareholders on or about
April 26, 2023. As further described in this Proxy Statement,
our Board of Directors recommends that you vote FOR each of the
proposals.
Your vote is very important, and we encourage you to please vote
your shares promptly, whether or not you expect to attend the
Annual Meeting. You may vote online, as well as by telephone, or,
if you requested printed proxy materials, by mailing a proxy or
voting instruction card. In addition, shareholders of record may
vote online during the Annual Meeting by visiting
www.meetnow.global/MF5KMQA and following the instructions found on
your proxy card.
On behalf of our Board of Directors, thank you for your continued
investment in Zillow Group.
Sincerely,
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Richard N. Barton
Co-Founder, Chief Executive Officer and Director
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Lloyd D. Frink
Co-Founder, Executive Chairman, President and Director
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Notice of 2023 Annual Meeting of Shareholders
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1301 Second Avenue, Floor 31
The 2023 Annual Meeting of Shareholders of Zillow Group, Inc. (the
“Annual Meeting”) will be held on June 6, 2023 at 2:00 p.m.
(Pacific Time) in a virtual-only format at
www.meetnow.global/MF5KMQA, for the following
purposes:
1. To elect three Class III directors
(Amy C. Bohutinsky, Jay C. Hoag, and Gregory B. Maffei) each
nominated by our Board of Directors to serve until the 2026 Annual
Meeting of Shareholders;
2. To ratify the appointment of
Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2023;
and
3. To transact such other business as may
properly come before the Annual Meeting.
The Board of Directors of Zillow Group, Inc. has fixed the close of
business on March 29, 2023 as the record date for the Annual
Meeting (the “Record Date”). Only shareholders of record of our
Class A and/or Class B common stock as of the close of
business on the Record Date are entitled to notice of, to attend
and to vote at the Annual Meeting. Our Class C capital stock
is non-voting (except in limited circumstances as required by
Washington law or our Amended and Restated Articles of
Incorporation). Shareholders of record of our Class C capital
stock are not entitled to notice of, to attend or to vote at, the
Annual Meeting with respect to their shares of Class C capital
stock. If you hold shares of our Class C capital stock in
addition to shares of our Class A or Class B common
stock, your voting power with respect to the proposals to be
presented at the Annual Meeting is limited to your Class A and
Class B common stock ownership.
To be admitted to the Annual Meeting at www.meetnow.global/MF5KMQA,
you must enter the control number found on your proxy card, voting
instruction form or notice. If your shares are held in the name of
a broker, trust, bank or other nominee that holds your shares, and
you do not have a control number, you must register in advance with
our transfer agent, Computershare, to attend the Annual Meeting.
You may participate in, submit questions in writing before and
during the Annual Meeting, and vote before and during the Annual
Meeting by following the instructions available on the meeting
website.
In accordance with Securities and Exchange Commission rules, we
intend to send a Notice of Internet Availability of Proxy Materials
on or about April 26, 2023 and provide access to our proxy
materials online on that date to the holders of record of our
Class A and Class B common stock as of the close of
business on the Record Date.
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By order of the Board of Directors, |
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Bradley D. Owens
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Senior Vice President, General Counsel and Corporate
Secretary
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Seattle, WA |
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April 26, 2023
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Important Notice Regarding the Availability of Proxy
Materials
For the Annual Meeting of Shareholders to be Held on June 6,
2023
This Zillow Group, Inc. Proxy Statement and the 2022 Annual Report
of Zillow Group, Inc. are available at:
https://investors.zillowgroup.com/investors/financials/annual-reports-and-proxies/default.aspx
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Table of Contents |
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Special Note Regarding Forward-Looking Statements
This Proxy Statement contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 that involve risks and
uncertainties. Statements containing words such as "may,"
"believe," "anticipate," "expect," "intend," "plan," "project,"
"predict," "will," "projections," "forecast," "continue,"
"estimate," "outlook," "guidance," "would," "could," "target,"
"commit," or similar expressions constitute forward-looking
statements. Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
these results. Differences in Zillow Group's actual results from
those described in these forward-looking statements may result from
actions taken by us as well as from risks and uncertainties beyond
our control. For more information about potential factors that
could affect Zillow Group's business and financial results, please
review the "Risk Factors" described in Zillow Group's Annual Report
on Form 10-K for the year ended December 31, 2022, filed with the
Securities and Exchange Commission ("SEC") and in Zillow Group's
other filings with the SEC. Except as may be required by law, we do
not intend, and undertake no duty, to update this information to
reflect future events or circumstances.
No Incorporation by Reference
This Proxy Statement includes website addresses and references to
additional materials found on those websites, including the
Company's website. These websites and materials are not
incorporated by reference herein or any of our other filings with
the SEC.
This summary highlights information contained elsewhere in this
Proxy Statement. This summary does not contain all information you
should consider. Please read this entire Proxy Statement carefully
before voting.
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Annual Shareholder Meeting |
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Date:
June 6, 2023
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Record Date:
March 29, 2023
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Voting:
Shareholders of our Class A common stock and Class B
common stock as of the close of business on the Record Date are
entitled to vote.
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Time:
2:00 p.m. (Pacific Time)
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Mailing Date:
This Proxy Statement was first mailed to shareholders on or about
April 26, 2023.
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Virtual Meeting Website:
www.meetnow.global/MF5KMQA
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Meeting Agenda:
This meeting will cover the proposals listed under voting matters
and vote recommendations below, and any other business that may
properly come before the meeting.
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The Board believes that utilizing a virtual-only format provides
the opportunity for participation by a broader group of
shareholders, while reducing the costs associated with planning,
holding and arranging logistics for an in-person meeting. This
balance allows the meetings to remain focused on matters directly
relevant to the interests of shareholders in a way that recognizes
the value to shareholders of an efficient use of our company
resources. The virtual format is also consistent with our culture
that supports the flexible workplace philosophy which we afford our
employee population. In order to provide shareholders with an
experience as close as possible to an in-person format,
we:
•provide
shareholders with the ability to submit appropriate questions in
advance of the meeting;
•provide
shareholders with the ability to submit appropriate questions
real-time via the meeting website;
•answer
as many questions submitted in accordance with the meeting rules of
conduct as possible during the time allotted for the meeting
without discrimination; and
•offer
separate engagement opportunities with shareholders on appropriate
matters related to the duties and responsibilities of the Board or
corporate governance.
Voting Matters and Vote Recommendations
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Board
Recommends |
See
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Management Proposals |
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Election of three Class III directors |
ü
FOR
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Ratification of Deloitte & Touche LLP as our Independent
Registered Public Accounting Firm for 2023 |
ü
FOR
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PROPOSAL 1: Election of Directors
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Board Composition
As of March 29, 2023, the Zillow Group Board of Directors (the
“Board”) was composed of nine members, divided into three classes
and with standing required Board committee composition as
follows:
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Name
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Current
Term
Expires
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Principal Occupation
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Age
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Director
Since
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Audit
Committee
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Compensation
Committee
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Nominating
and
Governance
Committee
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Class I
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Erik Blachford* |
2024 |
Founder, Blachford Capital LLC |
56 |
2005 |
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Gordon Stephenson* |
2024 |
Co-Founder and Managing Broker, Real Property
Associates
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57 |
2005 |
 $ |
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Claire Cormier Thielke* |
2024 |
Senior Managing Director, Country Head, Greater China,
Hines |
37 |
2020 |
$
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Class II
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Richard N. Barton |
2025 |
Co-Founder and CEO, Zillow Group, Inc. |
55 |
2004 |
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Lloyd D. Frink |
2025 |
Co-Founder, Executive Chairman and President, Zillow Group,
Inc.
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58 |
2004 |
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April Underwood* |
2025 |
Managing Director and Co-Founder, Adverb Ventures |
43 |
2017 |
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Class III
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Amy C. Bohutinsky* |
2023 |
Venture Partner, TCV
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48 |
2018 |
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Jay C. Hoag* |
2023 |
Founding General Partner, TCV |
64 |
2005 |
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Gregory B. Maffei* |
2023 |
President and CEO, Liberty Media Corporation
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62 |
2005 |
$ |
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_______
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Committee Chairperson |
* |
Independent Director |
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Committee Member |
$ |
Financial Expert |
ELECTION OF DIRECTORS
If elected at the Annual Meeting, Ms. Bohutinsky, Mr. Hoag and Mr.
Maffei will serve on the Board until the Annual Meeting of
Shareholders in 2026, or until their respective successors are duly
elected and qualified, whichever is later, or until their earlier
death, resignation or retirement. Proxies will be voted in favor of
Ms. Bohutinsky, Mr. Hoag and Mr. Maffei, unless the
shareholder indicates otherwise on the proxy. Ms. Bohutinsky, Mr.
Hoag and Mr. Maffei each currently serve as a director, have
consented to being named as nominees in this Proxy Statement, and
have agreed to serve if elected. The Board expects that each of the
nominees will be able to serve, but if they become unable to serve
at the time the election occurs, proxies will be voted for another
nominee designated by the Board unless the Board chooses to reduce
the number of directors serving on the Board.
The following section presents certain biographical information for
current members of the Board, as well as summaries of each
director's key qualifications and expertise most relevant to the
decision to nominate the person for service on the Board. On
February 17, 2015, pursuant to the Agreement and Plan of
Merger, dated as of July 28, 2014 by and among Zillow, Inc.
(“Zillow”), Trulia, Inc. (“Trulia”), and Zillow Group, Inc.
(“Zillow Group”, the “Company”, “we”, “us”, or “our”), each of
Zillow and Trulia became wholly owned subsidiaries of Zillow Group.
Unless otherwise noted, executive officer positions and
directorships of the Company were held continuously with Zillow
before the Trulia transaction and with Zillow Group after the
Trulia transaction.
Amy C. Bohutinsky
✓ Venture Partner, TCV
✓ Compensation Committee
(Member)
✓ Nominating and Governance Committee
(Member)
✓ Independent Director
Qualifications/Expertise:
•Prior
Zillow Group Executive Leadership - COO and CMO
•Real
Estate Industry
•Corporate
Strategy
•Brand
Builder
•Operational
Management
Amy C. Bohutinsky (age 48) has been a member of our Board since
October 2018. Ms. Bohutinsky has served as a consultant and venture
partner for funds at TCV, a private equity and venture capital
firm, since June 2019. Ms. Bohutinsky previously held a number of
leadership roles with Zillow Group, including Chief Operating
Officer from August 2015 until January 2019, Chief Marketing
Officer from March 2011 to August 2015, Vice President of Marketing
and Communications from September 2010 to March 2011, Vice
President of Communications between August 2008 and September 2010,
and Director of Communications between August 2005 and August 2008.
Prior to 2005, Ms. Bohutinsky held many leadership positions
at other publicly traded online and technology companies. Ms.
Bohutinsky served on the board of directors of Pencil and Pixel,
Inc. dba Modsy, a private online interior design platform, from
September 2020 to July 2022, The Gap, Inc., a publicly traded
global retailer, from November 2018 to September 2020, Hotel
Tonight, Inc., a privately held mobile-based hotel booking service,
from August 2014 to April 2019, and Avvo, Inc., a privately held
online marketplace for legal services, from June 2014 to March
2018.
Current Other Company Board Service:
•Duolingo
(a public online language learning platform) - since June
2020
•Translation
Enterprises, Inc., dba UnitedMasters (a private music distributor)
- since November 2021
Education:
B.A. in Journalism and Mass Communication, Washington & Lee
University
Jay C. Hoag
✓ Founding General Partner, TCV
✓ Compensation Committee
(Chair)
✓ Independent Director
Qualifications/Expertise:
•Corporate
Strategy
•Finance
and Accounting
•Risk
Management
•Corporate
Governance
•Executive
Compensation
•Talent
and Leadership Development
Jay C. Hoag (age 64) has served as a member of the Board since
October 2005. Mr. Hoag co-founded TCV, a private equity and
venture capital firm, in 1995 and continues to serve as a Founding
General Partner. He has also been involved in a large number of
technology investments including Airbnb, Altiris (acquired by
Symantec), Ascend Communications (acquired by Lucent Technologies),
CNET, Expedia, Facebook, Fandango (acquired by Comcast), Intuit,
Netflix, Peloton and Sybase, among others. Previously, Mr. Hoag has
served on the boards of directors of numerous other public and
private companies, including Electronic Arts, Inc., a public
interactive entertainment software company from 2011 to 2021,
Prodege, a privately held holding company of consumer loyalty
websites and mobile apps from 2014 to December 2021, and
TechTarget, Inc. a public data and marketing company, from 2004 to
2016. He currently serves on the boards of directors of several
universities, as well as the public companies listed
below.
Current Other Company Board Service:
•Netflix,
Inc. (a public online media subscription service provider) - since
1999; currently serves as chair of the nominating and governance
committee and lead independent director
•Peloton
Interactive, Inc. (a public interactive fitness platform) - since
August 2018; currently serves as chair of the compensation
committee
•TripAdvisor,
Inc. (a public online travel company) - since February
2018
Education:
•B.A.,
Northwestern University
•M.B.A.,
University of Michigan
Gregory B. Maffei
✓ President and Chief Executive Officer,
Liberty Media Corporation
✓ Audit Committee (Chair)
✓ Independent Director
Qualifications/Expertise:
•Finance
and Accounting
•Capital
Markets
•Operational
Management
•Corporate
Strategy
•Corporate
Governance
•Public
Media and Communications
•Compliance
and Risk Management
Gregory B. Maffei (age 62) has served as a member of the Board
since May 2005. Mr. Maffei has served as a director, President
and Chief Executive Officer of Liberty Media Corporation (including
its predecessor), a digital media and e-commerce company, since May
2007; Liberty Broadband Corporation, a telecommunications company,
since June 2014; and GCI Liberty, Inc., owner and operator of a
broad range of communications businesses, since March 2018. He also
served as President and Chief Executive Officer of Qurate Retail,
Inc. (and its predecessor) from February 2006 to March 2018.
Mr. Maffei previously served as Chairman of the Board of
Pandora Media, Inc., a personalized Internet radio and music
discovery provider, from September 2017 until February 2019, and as
a board member of GCI Liberty, Inc., a public owner and operator of
a broad range of communications businesses, from March 2018 to
December 2020.
Current Other Company Board Service:
•Charter
Communications, Inc. (a public live entertainment and ecommerce
company) - since May 2013
•Liberty
Broadband Corporation (a public telecommunications company) - since
June 2014
•Liberty
TripAdvisor Holdings, Inc. (a public holding company of online
travel service companies) - since July 2013; currently serves as
chairman of the board
•Live
Nation Entertainment, Inc. (a public live entertainment and
ecommerce company) - since February 2011; currently serves as
chairman of the board
•Qurate
Retail, Inc. (a public holding company of businesses in the
electronic retailing, media, communications and entertainment
industries) - since November 2005; currently serves as chairman of
the board
•Sirius
XM Holdings, Inc. (a public satellite radio company) - since 2009;
currently serves as chairman of the board
•TripAdvisor,
Inc. (a public online travel company) - since February 2013;
currently serves as chairman of the board
•Liberty
Media Acquisition Corp (a special purpose acquisition company) -
since November 2020
Education:
•A.B.,
Dartmouth College
•M.B.A.,
Harvard Business School
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The Board of Directors Recommends a Vote “FOR”
Each of the Board’s
Nominees.
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Directors Continuing in Office Until the 2024 Annual Meeting of
Shareholders
Erik Blachford
✓ Founder, Blachford Capital
LLC
✓ Nominating and Governance Committee
(Member)
✓ Independent Director
Qualifications/Expertise:
•Corporate
Strategy
•Finance
•Entrepreneur
•Operational
Management
•Technology
Industry
•Corporate
Governance
Erik Blachford (age 56) has served on the Board since May 2005. Mr.
Blachford is an independent venture capital investor and advisor,
with a primary focus on consumer technology and travel companies.
He founded Blachford Capital LLC in 2021. Mr. Blachford also
serves as a partner at Narrative Fund Management LLC, a private
venture capital firm, since November 2019, and consulted as a
venture partner at TCV from March 2011 until September 2021. He
previously served on the board of directors of Peloton Interactive,
Inc., a public interactive fitness platform, from April 2015 until
February 2022; Nerdy, Inc., a public online instruction platform,
from October 2021 until August 2022; Liftopia, Inc., a private
online ski lift ticket booking service, from December 2011 until
August 2020; Siteminder Limited, a private online hotel
distribution and connectivity platform, from December 2013 until
January 2020; and TourRadar, a private online travel booking
service, from July 2018 until March 2020. Mr. Blachford has been an
active independent investor in a variety of early-stage private
companies and has held other leadership and board of director
positions at various other publicly and privately held
companies.
Current Other Company Board Service:
•Busbud
Inc. (a private online travel booking service) - since Sept
2017
Education:
•B.A.
in English and Certificate in Theater, Princeton
University
•M.B.A.,
Columbia University Graduate School of Business
•M.F.A.,
San Francisco State University
Gordon Stephenson
✓ Co-Founder and Managing Broker, Real
Property Associates
✓ Audit Committee (Member)
✓ Nominating and Governance Committee
(Chair)
✓ Independent Director
Qualifications/Expertise:
•Real
Estate Industry
•Finance
•Operational
Management
Gordon Stephenson (age 57) has served as a member of the Board
since May 2005. Mr. Stephenson is the co-founder and has been
the Managing Broker of Real Property Associates (“RPA”), an
independent real estate brokerage in the Pacific Northwest, since
its inception in 1991. Prior to founding RPA, Mr. Stephenson
was an associate broker with Prudential MacPhersons and Windermere
Real Estate, both of which are real estate sales and brokerage
companies based in Seattle, Washington. Mr. Stephenson
previously served on the board of directors of Anchor Bancorp, a
bank holding company, and its wholly owned subsidiary, Anchor Bank,
a community-based savings bank, from September 2016 to November
2018.
Current Other Company Board Service:
•Pure
Watercraft Incorporated (a private early-stage electric boat
company) - since June 2017
Education:
A.B. in Economics, Stanford University
Claire Cormier Thielke
✓
Senior Managing Director, Country Head, Greater China,
Hines
✓ Audit Committee (Member)
✓
Independent Director
Qualifications/Expertise:
•Real
Estate Industry
•Finance
•Operational
Management
Ms. Thielke (age 37) has served as a member of the Board since
October 2020. Ms. Thielke is Senior Managing Director, Country
Head, Greater China of Hines, a privately held real estate
investment, development, and management firm. Since joining the
firm in 2009, Ms. Thielke has held various roles, including serving
as Chief Operating Officer of Investment Management for Hines from
2013 through 2018. She is also a member of Stanford University’s
adjunct faculty, lecturing on the intersection of technology,
institutional investment, and real estate assets. Ms. Thielke
served on boards including Memorial City Bank, a privately held
bank, from 2011 to 2015 where she was chair of the audit committee
and the board of Legacy Community Health, a non-profit Federally
Qualified Health Clinic system, from 2010 to 2018, and the board of
Buffalo Bayou Partnership, a non-profit organization, from 2011 to
2019.
Current Other Company Board Service:
None
Education:
•Undergraduate
Degree in Urban Planning, Stanford University
•Masters
in Construction Management, Stanford University
•Degree
of Engineer, Stanford University Civil Engineering Ph.D.
Department
Directors Continuing in Office Until the 2025 Annual Meeting of
Shareholders
Richard N. Barton
✓ Co-Founder and Chief Executive Officer,
Zillow Group, Inc.
Qualifications/Expertise:
•Co-Founder
and CEO Leadership
•Mobile
and Internet Industry
•Entrepreneur
•Operational
Management
•Corporate
Governance
Richard N. Barton (age 55) is our co-founder and has served as
Chief Executive Officer since February 2019. Mr. Barton has
been a member of our Board since inception in December 2004, served
as Chief Executive Officer from inception until September 2010 and
served as Executive Chairman from September 2010 to February 2019.
Mr. Barton served as a venture partner at Benchmark, a venture
capital firm, from February 2005 through September 2018. Prior to
co-founding our Company, Mr. Barton founded Expedia as a group
within Microsoft Corporation in 1994. Microsoft spun out the group
as Expedia, Inc. in 1999, and Mr. Barton served as Expedia’s
President, Chief Executive Officer and as a member of its board of
directors from 1999 to 2003. Mr. Barton also co-founded and
served as Non-Executive Chairman of Glassdoor, a job search and
data site, from June 2007 through the company’s acquisition in June
2018. Mr. Barton also previously served on the board of directors
of Altimeter Growth Corp., a special purpose acquisition company,
from September 2020 to December 2021 and Altimeter Growth Corp. 2,
a special purpose acquisition company, from January 2021 to March
2022.
Current Other Company Board Service:
•Netflix,
Inc. (a public online media subscription provider) - since
2002
•Qurate
Retail, Inc. (formerly Liberty Interactive Corporation) (a public
holding company of businesses in the electronic retailing, media,
communications and entertainment industries) - since
2016
Education:
B.S. in General Engineering: Industrial Economics, Stanford
University
Lloyd D. Frink
✓ Co-Founder, Executive Chairman and
President, Zillow Group, Inc.
Qualifications/Expertise:
•Co-Founder
and Executive Leadership
•Corporate
and Product Strategy
•Mobile
and Internet Industry
•Entrepreneur
•Operational
Management
•Corporate
Governance
Lloyd D. Frink (age 58) is our co-founder and has served as
Executive Chairman since February 2019, as a member of the Board
since inception in December 2004, and as President since February
2005. Mr. Frink previously served as Vice Chairman from March
2011 to February 2019, Chief Strategy Officer from September 2010
to March 2011, Treasurer from December 2009 to March 2011, and as
Vice President from December 2004 to February 2005. From 1999 to
2004, Mr. Frink was at Expedia, Inc., an online travel
company, where he held many leadership positions, including Senior
Vice President, Supplier Relations, in which position he managed
the air, hotel, car, destination services, content, merchandising
and partner marketing groups from 2003 to 2004. From 1988 to 1999,
Mr. Frink was at Microsoft Corporation, a technology company,
where he worked in many leadership roles, including as part of the
founding Expedia team and as a Group Program Manager from 1991 to
1995 and 1997 to 1999.
Current Other Company Board Service:
•JustEatTakeAway.com
(formerly GrubHub, Inc.) (a public online and mobile food-ordering
company) - since 2013
Education:
A.B. in Economics, Stanford University
April Underwood
✓ Managing Director and Co-Founder, Adverb
Ventures
✓ Co-Founder, #ANGELS angel investing
collective
✓ Compensation Committee
(Member)
✓ Independent Director
Qualifications/Expertise:
•Technology,
Product Development, and Engineering Innovation
•Consumer
Engagement
•Mobile
and Internet Industry
•Marketing
•Entrepreneur
•Corporate
Strategy
April Underwood (age 43) has served as a member of the Board since
February 2017. In February 2023, Ms. Underwood co-founded Adverb
Ventures, a venture capital firm, and previously co-founded
#ANGELS, a women-owned and operated angel-investing collective
focused on helping grow technology start-ups in 2015 and continues
to serve as a founding partner. Previously, she served in multiple
leadership roles at Slack Technologies, Inc., a cloud-based
software company that builds professional collaboration tools,
including Chief Product Officer from March 2018 to February 2019,
as vice president of product from December 2015 to March 2018, and
as head of platform from July 2015 to December 2015. Following her
tenure at Slack, Ms. Underwood served as founder and Chief
Executive Officer of Nearby HQ from May 2020 to December 2021; as a
venture partner at Obvious Ventures, a private venture capital
firm, from March 2020 to December 2021, and as founder and Chief
Executive Officer of Wise Owl, a growth advisory company, from
November 2019 to December 2021. Prior to joining Slack
Technologies, Inc., she was director of product at Twitter, Inc., a
social media and communications company, from April 2010 to
February 2015. Prior to joining Twitter, Inc., Ms. Underwood
held various product and engineering roles at Google, Travelocity,
and Intel. She also previously served on the board of directors of
TPB Acquisition Corp., a special purpose acquisition company, from
March 2021 until February 2023.
Current Other Company Board Service:
•Eventbrite,
Inc. (a public global self-service ticketing platform for live
experiences) - since June 2022
Education:
•B.B.A.
in Management Information Systems and Business Honors, University
of Texas Austin
•M.B.A.,
University of California Berkeley (Haas)
Corporate Governance Overview
At Zillow Group, we believe all employees and directors have a
shared responsibility to maintain a culture of integrity. We view
our corporate governance practices and policies as important
drivers of our culture. Highlights of our corporate governance
practices and policies include:
•Three
standing Board committees: (1) audit; (2) compensation; and
(3) nominating and governance. All members of each Board
committee are independent.
•Seven
independent directors.
•Executive
chairperson separate from Chief Executive Officer
role.
•Independent
directors meet periodically without management in executive
sessions.
•Board
evaluations conducted on an ongoing basis in addition to formal
Board evaluations. For 2022, formal Board evaluations included
interviews conducted by our Corporate Secretary and General Counsel
with each director.
•Director
orientation provided to all new Board members.
Board and Committee Meetings
Our Board and its committees meet throughout the year on a set
schedule and hold special meetings and act by unanimous written
consent from time to time. During 2022 (including virtual and
telephonic meetings):
•the
Board held five meetings;
•the
audit committee held four meetings;
•the
compensation committee held four meetings; and
•the
nominating and governance committee held one meeting.
During 2022, each incumbent member of Zillow Group’s Board attended
75% or more of the aggregate number of meetings of the Board and
committees on which they served that were held during their term of
service, other than Mr. Blachford who attended 43% of such
meetings, in part, due to family medical circumstances. We
encourage all of our directors and nominees for director to attend
our Annual Meeting of Shareholders. Five of Zillow Group’s
directors attended the 2022 Annual Meeting of
Shareholders.
Director Independence
Under the rules of Nasdaq, independent directors must comprise a
majority of a listed company’s board of directors, and subject to
specified exceptions, all members of its audit, compensation, and
nominating and governance committees must be independent. Our Board
has undertaken a review of the independence of each director. Based
on information provided by each director concerning their
background, employment, investments, and affiliations, and upon the
review and recommendation of our nominating and governance
committee, our Board has determined that Mr. Blachford, Ms.
Bohutinsky, Mr. Hoag, Mr. Maffei, Mr. Stephenson,
Ms. Thielke, and Ms. Underwood meet the applicable SEC and Nasdaq
definitions of “independent” and do not have a relationship that
would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
In making the independence determinations, our Board considered the
current and prior relationships that each non-employee director has
with our Company and its subsidiaries and all other facts and
circumstances our Board deemed relevant in determining their
independence, including the beneficial ownership of our capital
stock by each non-employee director. In evaluating the independence
of our directors, the Board also considered the following
transactions, relationships and arrangements that are not required
to be disclosed in this Proxy Statement as transactions with
related persons:
•Mr. Hoag
is the Founding General Partner of TCV, and is a direct or indirect
director, limited partner, or member of the general partners of
various private equity and venture capital funds of TCV that have
been invested in by Mr. Barton, Mr. Wacksman, Mr. Maffei, Mr.
Blachford, and Ms. Bohutinsky, each either in their individual
capacity or through an entity that they own and control. In 2022,
Mr. Blachford transferred all of his limited partnership interests
to Mr. Barton. Each of Mr. Barton, Mr. Wacksman, Mr. Maffei,
and Ms. Bohutinksy’s capital commitments in these funds represent a
de minimis share of the total committed capital of the funds. As a
venture partner of TCV, Ms. Bohutinsky may also provide certain
consulting or other services to TCV from time to time, for which
she may receive indirect economic interests or value in certain
investments by TCV's affiliated investment funds.
•Mr. Hoag
serves on the board of directors of Netflix, Inc. with
Mr. Barton.
•Mr. Hoag
serves on the board of directors of TripAdvisor, Inc. with
Mr. Maffei. Mr. Maffei is also the Chief Executive
Officer and Chairman of the Board of Liberty TripAdvisor Holdings,
which as of April 18, 2022 held approximately a 20.9% equity
interest and 56.7% voting interest in TripAdvisor,
Inc.
•Mr. Maffei
is Chairman of the board of directors of Qurate Retail, Inc., where
Mr. Barton also serves as a director.
•Mr. Blachford
and Mr. Barton are 50% co-owners of a
condominium.
•Mr. Stephenson
participates in Zillow Group’s Premier Agent program, a business
relationship that has been an ordinary course dealing.
•Ms.
Underwood has co-founded a venture firm, Adverb Ventures, in which
Mr. Barton and Mr. Hoag (either directly or through their family
offices) are expected to be limited partners in various of the
limited partnership funds.
Board Leadership Structure
As reflected in our Corporate Governance Guidelines, a copy of
which is posted on our website at
https://investors.zillowgroup.com/investors/governance/governance-documents/default.aspx,
our Board does not have a policy as to whether the offices of chair
of the Board and Chief Executive Officer should be separate. Our
Board believes that it should have the flexibility to make this
determination as circumstances require, and in a manner that it
believes is best to provide appropriate leadership for our Company.
The Board believes that its current leadership structure, with
Mr. Frink serving as Executive Chairman and Mr. Barton
serving as Chief Executive Officer, is appropriate because it
enables the Board, as a whole, to engage in oversight of
management, promote communication and collaboration between
management and the Board, and oversee governance matters, while
allowing our Chief Executive Officer to focus on his primary
responsibility, the operational leadership and strategic direction
of the Company. In addition, the Board benefits from the
perspective and insights of Mr. Frink and Mr. Barton as a result of
their extensive experience developing consumer-facing products and
services and leading innovative, technology-driven companies. The
Board does not believe that its role in risk oversight has been
affected by the Board’s leadership structure.
Risk Oversight
The Board considers the assessment of Company risks and development
of strategies for risk mitigation to be a responsibility of the
entire Board in consultation with the appropriate Board committee
in the case of risks that are under the purview of a particular
committee. The Board regularly engages in risk oversight on a broad
range of matters, including challenges associated with strategic
acquisitions, regulatory and other legal and compliance matters.
Our Board committees also discuss oversight of Company risks as
outlined below. Each committee generally reports on its
deliberations to the full Board during the committee reports
portion of the next Board meeting. This enables the Board and its
committees to coordinate their risk oversight roles.
•Audit
Committee:
Provides oversight concerning the Company's accounting and
financial reporting processes, the independent auditor's
qualifications, independence and performance, the Company's
internal audit function and performance of internal accounting and
controls, and the Company's compliance with legal and regulatory
requirements. Also oversees our major enterprise risks and the
steps management has taken to monitor and control such exposure,
including with respect to the capital, regulatory, and other
requirements of our information technology
infrastructure.
•Compensation
Committee:
Provides oversight of our compensation philosophy and the
objectives of our compensation programs, including the (a)
oversight of the Company's compensation plans, policies and
programs for executive officers and non-employee directors of the
Board, (b) evaluation of whether our compensation programs contain
incentives for executive officers and employees to take risks in
performing their duties that are reasonably likely to have a
material adverse effect on the Company, and (c) oversight of the
Company's employee benefit plans, including its incentive
compensation and equity compensation plans.
•Nominating
and Governance Committee:
Oversees risks associated with corporate governance and the
composition of our Board, including the independence of Board
members and identification and recommendation of candidates to
serve on the Board. Also oversees evaluations of the Board and its
Committees and management succession planning. Develops, reviews,
monitors and recommends to the Board corporate governance
principles and policies applicable to Company risks, including
ESG-related risks such as environmental targets and initiatives and
political engagement activities.
Our Enterprise Risk Management function, led by our Vice President
of Risk Management, oversees alignment on risk management
priorities and resources with an aim towards fostering a
transparent, risk aware culture that empowers our leadership team
to make risk reward decisions. We have also established an
executive risk forum, which serves as a steering committee to
proactively identify, prioritize and assess the key risks
associated with our mission and objectives; monitor exposure and
advise on strategies for operating within defined and agreed-upon
tolerance levels for our key risks; and review
risk management strategies that are in place to respond to our key
risks efficiently and effectively. The forum meets on a regular
basis, and its activities are overseen by the Board's audit
committee.
Board Committees
The Board currently has the following standing committees: audit,
compensation, and nominating and governance. The Board may, from
time to time, form a new committee or disband a current committee
depending on the circumstances and needs of the Company. Each
standing committee complies with the independence and other
requirements established by applicable laws, regulations, and
rules, including those promulgated by the SEC and Nasdaq.
Membership of the standing committees is determined annually by the
Board with consideration given to the recommendation of the
nominating and governance committee. Adjustments to committee
assignments may be made at any time.
The Board has adopted a written charter for each standing
committee. Shareholders may access a copy of each standing
committee’s charter on the Investor Relations section of our
website at
https://investors.zillowgroup.com/investors/governance/committee-charters/default.aspx.
A summary of the duties and responsibilities of each standing
committee is set forth below.
Audit Committee
The current members of our audit committee are Claire Cormier
Thielke, Gordon Stephenson, and Gregory B. Maffei, with
Mr. Maffei serving as Chair. The primary responsibilities of
the audit committee are to:
•oversee
the integrity of our corporate accounting and financial reporting
process, including internal accounting and financial controls, and
audits of the financial statements;
•evaluate
the independent auditor’s qualifications, independence and
performance, engage and provide for the compensation of the
independent auditor, and establish the policies and procedures for
the retention of the independent auditor to perform any proposed
permissible non-audit services;
•review
and discuss with management and the independent auditor, as
appropriate, our annual audited and quarterly unaudited financial
statements;
•review
and discuss with the independent auditor the responsibilities,
functions and performance of the Company’s internal audit
department, including internal audit plans, budget, staffing and
the scope and results of internal audits;
•review
our critical accounting policies, disclosure controls and
procedures and internal controls over financial
reporting;
•discuss
policies and practices with respect to risk assessment and risk
management, including the Company’s major financial risks, data
privacy, cybersecurity and other topics related to information
technology infrastructure, and the steps management has taken to
monitor and control such exposure;
•establish
and oversee certain compliance procedures and ethics compliance,
including procedures for the confidential, anonymous submission by
employees of concerns regarding accounting or auditing matters;
and
•review
transactions with related persons that are disclosed under
Item 404 of Regulation S-K.
Our Board has determined that each of our audit committee members
meets the requirements for independence and financial literacy
under the applicable rules and regulations of the SEC and Nasdaq.
Our Board has determined that each of Messrs. Maffei and Stephenson
and Ms. Thielke is an audit committee financial expert as defined
under the applicable rules and regulations of the SEC.
Compensation Committee
The current members of our compensation committee are Amy C.
Bohutinsky, Jay C. Hoag, and April Underwood, with Mr. Hoag
serving as Chair. Mr. Blachford served as a member of the committee
until March 2022. The primary responsibilities of our compensation
committee are to:
•review
our overall compensation philosophy and policies relating to the
compensation and benefits of our executive officers and
employees;
•review
and approve goals and objectives relevant to the compensation of
our Chief Executive Officer and other executive officers, evaluate
the performance of these officers in light of those goals and
objectives, and set the compensation of these officers based on
such evaluations;
•evaluate
whether our incentive programs contain incentives for executive
officers and employees to take risks that are reasonably likely to
have a material adverse effect on the Company;
•oversee
the administration and issuance of stock options, restricted stock
units, and other awards under our equity incentive plans, including
the Zillow Group, Inc. 2020 Incentive Plan (the "2020 Plan"),
Zillow Group, Inc. Amended
and Restated 2011 Incentive Plan (the “2011 Plan”) and the Zillow
Group, Inc. 2019 Equity Inducement Plan (the "Inducement
Plan");
•review
and discuss with management disclosures related to executive
compensation in our annual and quarterly financial statements and
annual proxy statement, as applicable; and
•oversee
our compensation and benefit plans, policies and programs for our
executive officers and non-employee directors.
As part of its process to determine the compensation level of each
executive officer, the compensation committee evaluates, among
other things, the assessments made by the Chief Executive Officer,
Executive Chairman, and Chief People Officer of the other executive
officers and recommendations regarding their compensation in light
of the goals and objectives of our executive compensation
program.
Pursuant to its charter, the compensation committee has sole
authority to engage outside compensation consultants or other
advisors to assist the committee in carrying out its duties. With
respect to 2022 executive compensation, the compensation committee
engaged Compensia, a compensation consulting firm, to recommend a
peer group for the purpose of conducting a market analysis of the
total compensation of certain executive officers, to provide a
share utilization rate and overhang analysis for equity awards
based on the peer group, and to provide equity-based compensation
expense comparisons to our peer group. In 2022, Compensia also
advised the compensation committee on specific matters relating to
a broad-based off-cycle retention award of restricted stock units
and a stock option repricing for eligible executive and
non-executive employees. In addition, the compensation committee
considered market information available through Comptryx and
Radford, each leading executive compensation data solutions
companies, and data from the proxy statements of peer companies as
reference points in making certain executive compensation decisions
for 2022 consistent with the Company’s compensation philosophy.
Compensia did not provide any other services to the compensation
committee, management, or the Company in 2021 or 2022 and only
received fees from the Company on behalf of our compensation
committee.
The compensation committee may form and delegate authority to
subcommittees and delegate authority to one or more designated
members of the committee in accordance with its charter. The
charter also permits the compensation committee to delegate to one
or more senior executive officers the authority to make certain
grants of equity-based compensation to non-executive officer
employees, subject to restrictions set forth in the charter and
compliance with applicable laws. The Board has delegated to
Mr. Barton, so long as he is acting as Chief Executive Officer
of Zillow Group, Mr. Frink, so long as he is acting as
Executive Chairman or President of Zillow Group, and
Mr. Spaulding, so long as he is acting as Chief People Officer
of Zillow Group, the authority to grant equity awards to
non-executive officer employees under the 2020 Plan, subject to
certain limitations. Pursuant to such authority, these individuals
routinely act to grant equity awards to our non-executive officer
employees.
Our Board has determined that each member of our compensation
committee meets the requirements for independence under the
applicable rules and regulations of Nasdaq and is a "non-employee
director" within the meaning of Rule 16b-3 under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). For
additional discussion of the processes and procedures the
compensation committee has used to determine executive officer and
non-employee director compensation, please refer to the sections
entitled, "Compensation Discussion and Analysis - How We
Set Executive Compensation” and “Director Compensation,”
respectively.
Compensation Committee Interlocks and Insider
Participation
None of the members of Zillow Group’s compensation committee in
2022 was, at any time during 2022 or at any other time in the past
three years, an officer or employee of Zillow Group, and, except as
described in the section entitled “Certain Relationships and
Related Person Transactions,” none had or has any relationships
with Zillow Group that are required to be disclosed under
Item 404 of Regulation S-K.
A compensation committee interlock can occur when an executive
officer of one company: (1) serves on the compensation
committee of another company, one of whose executive officers
serves on the compensation committee or board of directors of the
first company; or (2) serves as a director of another company,
one of whose executive officers serves on the compensation
committee of the first company. During 2022, none of Zillow Group’s
executive officers served as a member of the board of directors, or
as a member of the compensation or similar committee, of another
company such that a compensation committee interlock
arose.
Nominating and Governance Committee
The current members of our nominating and governance committee are
Gordon Stephenson, Erik Blachford and Amy C. Bohutinsky, with
Mr. Stephenson serving as Chair. The primary responsibilities
of the nominating and governance committee are to:
•identify,
approve, and recommend individuals qualified to become members of
the Board in accordance with the director selection guidelines
approved by the Board;
•oversee
evaluations of our Board and its committees;
•develop
procedures and recommend criteria for selection of the Board Chair
and committee membership; and
•develop,
periodically review, monitor and recommend to the Board corporate
governance principles and policies applicable to the Company,
including ESG-related matters.
The nominating and governance committee and the Board believe the
future of real estate must be more equitable, accessible, and fair
than in the past. To do that, we must elevate the perspectives,
ideas, and voices of our communities to shape the future of real
estate. It is essential to have directors representing experiences
that enhance the quality of the Board’s discussions and
decision-making processes. While we currently meet or exceed both
Washington's board composition mandate and Nasdaq's board diversity
requirements, we recognize the value of including more perspectives
and viewpoints. This focus on representation on the Board is
consistent with the Company’s commitment to anti-racism across the
organization, with representation being an integral part of the way
the Company promotes innovation and long-term success.
Representation, which we broadly construe to include age,
professional experience, gender, race, ethnicity, and LGBTQ+
status, among other considerations, is one factor considered by the
nominating and governance committee in determining the needs of the
Board and evaluating director candidates to fill such needs. The
director selection guidelines used by the nominating and governance
committee to evaluate the Board’s composition and director
candidates are included in the committee’s charter, which is
available on the Investor Relations section of our website at
https://investors.zillowgroup.com/investors/governance/committee-charters/default.aspx.
Pursuant to the director selection guidelines and to help ensure a
well-balanced board, the nominating and governance committee
considers the total mix of the Board’s composition and director
candidates’ qualifications, including factors like relevant
industry knowledge, expertise in operations, financial acumen, and
experience working with public companies. The nominating and
governance committee does not have a formal policy with respect to
diversity, but intends for the overall composition of the Board to
comply with applicable laws, regulations and exchange listing
rules. The nominating and governance committee has the authority to
retain a search firm or other advisor to identify director
candidates and to otherwise assist with the fulfillment of its
duties.
The following table discloses diversity information concerning our
directors as required by and in satisfaction of Nasdaq listing
rules. The information is provided in aggregate form based on
voluntary self-identification by each director collected in advance
of the date of this proxy statement.
|
|
|
|
|
|
|
|
|
|
Board Diversity Matrix (As of April 26, 2023) |
|
Total
Number of Directors |
9 |
|
|
Female |
Male |
|
Number of Directors Based on Gender Identity |
3 |
6 |
|
Number of Directors who identify in any of the categories
below: |
|
African American or Black |
1 |
— |
|
Alaskan Native or Native American |
— |
— |
|
Asian |
— |
— |
|
Hispanic or Latinx |
— |
— |
|
Native Hawaiian or Pacific Islander |
— |
— |
|
White |
2 |
6 |
|
Two or More Races or Ethnicities |
— |
— |
|
LGBTQ+ |
— |
|
Did not Disclose Demographic Background |
— |
Our Board has determined that each member of the nominating and
governance committee meets the requirements for independence under
the applicable rules and regulations of Nasdaq and the SEC.
Pursuant to its charter, the nominating and governance committee
will also consider qualified director candidates recommended by our
shareholders. The nominating and governance committee evaluates the
qualifications of candidates properly submitted by shareholders in
the same manner as it evaluates the qualifications of director
candidates identified by the committee or the Board. Shareholders
can recommend director candidates by following the instructions
outlined below in the section entitled “Additional
Information - Submission of Shareholder Proposals for
Inclusion in Next Year’s Proxy Statement or Presentation at Next
Year’s Annual Meeting.” No nominations for director were submitted
to the nominating and governance committee for consideration by any
of our shareholders in connection with this year's Annual
Meeting.
Board Evaluations
Our Board and Board committees evaluate their effectiveness with
respect to strategic planning, long-term operational and financial
planning, risk management, and other responsibilities, on both an
ongoing basis throughout each year and as part of formal
evaluations directed by the nominating and governance committee.
Ongoing engagement on Board effectiveness includes discussion led
by our Executive Chairman and Chief Executive Officer on new
practices or technologies which may enhance director collaboration,
progress against strategic priorities, and interactions with
management, as well as input from directors on meeting agendas and
format.
For the 2022 evaluation cycle, interviews were conducted via video
conference by our Corporate Secretary and General Counsel with each
Board member. Interview topics included:
•the
Board’s role in risk and strategic oversight of areas critical to
the long-term success of the Company;
•management's
engagement, performance, and compensation;
•Board
and committee structure and director skills;
•director
engagement on Company culture and human capital
management;
•best
practices to promote candor and rigorous decision making;
and
•various
other topics.
Interview results were then compiled by our Corporate Secretary and
General Counsel and shared with the nominating and governance
committee and Executive Chairman, as appropriate, for further
evaluation. Based on the results of the Board evaluation process,
new practices and approaches are adopted by management, the Board,
and Board committees, as appropriate, to further enhance the
Board’s performance.
Director Orientation and Education
As set forth in our Corporate Governance Guidelines, Zillow Group
strongly encourages and supports continuing education for
directors. Director education begins with orientation for newly
appointed or elected Board members. Director orientation is
tailored to the skills and experiences of the individual, and
commonly includes:
•meeting
with the Company’s legal team to discuss director duties and
expectations, Zillow Group’s corporate governance practices,
including with respect to Regulation FD, and corporate governance
policies such as our Code of Conduct and Code of
Ethics;
•meeting
with management, including the Chief Executive Officer, Chief
People Officer, and other business leaders, to discuss the
Company’s strategic priorities, culture and core values,
operations, compensation philosophy and practices, among other
matters;
•meetings
with each Board member; and
•extensive
supplemental materials such as organizational charts, annual
operating plans, corporate governance policies, sell-side analyst
research and recent Board minutes and materials.
Director education is also provided throughout the year through
presentations to and discussions with the Board and Board
committees led by members of management, third-party consultants,
our independent registered public accounting firm, and legal
counsel, on topics such as information security, legal, accounting,
and regulatory concepts and developments, company culture, and
employee engagement.
Environmental, Social and Governance (ESG)
Environmental, social and governance (ESG) performance is important
to Zillow Group’s stakeholders and we believe that it has the
ability to contribute to the long-term sustainable growth of our
business. The nominating and governance committee of the Board is
responsible for overseeing our practices with respect to
ESG-related initiatives, policies and disclosures. We plan to
publish our annual sustainability report by the end of the second
quarter of 2023 that outlines our specific areas of
focus. Such report may be found on our website, when
available.
Our Corporate Social Responsibility function, led by our Vice
President of Corporate Social Responsibility, provides us with
focus and clarity regarding ESG strategies, risks and
opportunities. ESG risks are integrated into our enterprise risk
management program and in 2022, we conducted our first in-depth ESG
assessment and started a climate risk assessment. In addition, we
formed a cross-divisional executive-level ESG committee in 2021 to
provide increased oversight of company-wide initiatives. The
committee is responsible for setting and reviewing priorities and
progress of the Company’s ESG initiatives and promoting
collaboration, implementation, coordination and alignment
throughout the company. The executive-level committee meets
quarterly, works closely with the Vice President of Corporate
Social Responsibility, and reports to the nominating and governance
committee of the Board.
The Company focuses on various areas when setting ESG-related goals
and commitments, including but not limited to affordable housing,
housing security, industry equity, political engagement, product
innovation, customer and partner support, employee engagement,
social investments and partnerships, equity and belonging, board
diversity, supplier diversity, ethics and compliance, career
development, health and safety, benefits and employee culture, and
environmental sustainability, including climate change. In 2022, we
conducted our first issues prioritization assessment to help shape
our ESG priorities and reporting topics.
Key highlights from 2022 include:
•Social
Impact and Innovation:
Zillow Group invests in and partners with nonprofit and other
social enterprises that are focused on addressing fair housing,
housing security, economic opportunity, and equitable industry,
nationally and in local communities where we operate. In 2022,
Zillow Group gave more than $1 million in cash and in-kind
donations to 549 non-profit and emergency-assistance organizations.
In 2022, we received the Association of Real Estate License Law
Officials' Fair Housing Award for our employee education program on
housing discrimination and fair housing laws. We also hosted more
than 200 students from 20 historically Black colleges and
universities (HBCUs) in our second annual HBCU Housing Hackathon,
awarding students cash prizes totaling $38,000 and donating $25,000
to Morgan State University's computer science department. Also, we
continued our partnership with Housing Connector, a Seattle-based
nonprofit organization that helps provide a tool to find affordable
housing; of those who used the tool in 2022, approximately 66% were
BIPOC households.
•Environmental:
In 2021, we conducted our first Greenhouse Gas (GHG) emissions
study, which encapsulated all Company operations. We completed our
first full Climate Disclosure Project (CDP) submission in 2022. In
March 2022, we established the following climate commitments and
targets:
◦Achieve
net zero operational GHG emissions by 2050;
◦Reduce
absolute scope 1 and scope 2 GHG emissions 46% by 2030 from a 2019
base year; and
◦Further
evaluate our value chain emissions with the intent to set interim-
and long-term targets for our scope 3 emissions by Q1
2024.
We continued to decommission office spaces in 2022 by 9% as part of
our flexible work strategy and efforts to right size our office
space. We achieved a LEED-certified rating in 85% of our remaining
space. We also developed a three-year road map to guide our efforts
to understand and manage supply chain emissions.
Company Culture
The Board and management understand that the long-term success of
the Company is dependent upon maintaining a culture that allows
each employee to do their best work. We value integrity,
accountability, collaboration, creativity, respect, and
transparency as central to our core values. With the oversight of
our collective senior leadership team and facilitated by our Chief
People Officer, who reports directly to the Chief Executive
Officer, Zillow Group invests in a variety of resources to attract
and develop talent. These include, but are not limited
to:
•Leadership
Development:
Zillow Group has a dedicated Learning & Development Team, which
creates educational resources and conducts training on a wide range
of topics including effective communication, collaboration, as well
as a sophisticated leadership training program with focused
learning tracks for both new managers and experienced leaders. We
also provide specific programming for women executives, which aims
to build better relationships and connections and provide
additional professional and leadership development. This team also
administers our Leadership Blueprint, a leadership development
guide that outlines our leadership philosophy, our expectations for
leaders, and the behaviors that are essential to leading in a Cloud
HQ environment. In 2022, we offered over 900 online learning
opportunities through Zillow University, our internal online
training platform.
•Total
Rewards:
Zillow Group's competitive, market-based compensation program
focuses on pay-for-performance, instilling ownership by utilizing a
broad-based equity approach. In addition to our annual and ongoing
compensation reviews, in 2022 the compensation committee of the
Board of Directors approved adjustments to the exercise price of
certain outstanding vested and unvested option awards. The
compensation committee also approved a supplemental grant of
restricted stock units to eligible employees with a two-year
quarterly vesting schedule. We believe both of these actions
positively impacted realized compensation through a time of
volatility, helped us reduce attrition rates and continued to
demonstrate our commitment to our people. In addition, Zillow
Group’s class-leading benefits are reflected in investments in
physical, family, mental, and financial wellness programs to meet
the needs of our employees. We have made enhancements to our
benefits programs in the areas of mental health, LGBTQ+ provider
support, bereavement, and fertility and family planning. Beginning
in 2023, we have also made enhancements to our parental leave
policy to allow for up to 20 weeks of paid parental leave for
eligible employees.
•Equity
& Belonging:
We are proud to have a continued focus on equity and belonging at
Zillow, including the following five commitments:
◦Leadership:
Increase representation of Women and BIPOC talent in leadership
roles.
◦Retention:
Increase retention of underrepresented employees so there is no
significant gap between demographics in the turnover or promotion
rate.
◦Representation:
Ensure our company and business operations represent the
demographic makeup of the total available markets in which we do
business.
◦Pay
Equity:
Continue to ensure all employees in similar roles with similar
qualifications are paid equitably regardless of their
identity.
◦Programming:
Deepen our focus on equity and belonging with a specific focus on
anti-discrimination and anti-bias trainings and programs for our
people managers and employees, enhance internal development
programs to assist in career development, and strive to meet the
needs of a flexible workforce. With nine employee-led affinity
networks for community members and allies, two communities for
employees focused on environmental sustainability and parents and
caregivers, as well as a focus and stated goals on pay equity,
Zillow Group invests in creating a culture of belonging for all
employees.
•Pay
Equity:
To further our commitment to ensure all employees in similar roles
with similar qualifications are paid equitably regardless of their
identity, we complete a comprehensive annual evaluation across the
Company and disclose results to our shareholders and on our
corporate website. Based on our assessment of compensation for the
past 12 months as of December 31, 2022, on average, for every $1.00
men at Zillow Group earn, women with similar skills at Zillow Group
earn $0.99 when controlling for job title and function. More
specifically, this assessment found that White men at Zillow Group
have controlled pay of $1.00, White women, Black men and LatinX
women and men have controlled pay of $0.99, Black women have
controlled pay of $0.98, and Asian women and men have controlled
pay of $1.01. We will look to expand our data collection and
analysis to include LGBTQ+ data in the future. The Company was
included in the 2022 Bloomberg Gender Equality Index, which
measures equality across internal company statistics, employee
policies and practices, and external community support and
engagement.
•Location-Flexibility:
In 2020, we were among the first companies to announce that
employees could work from home indefinitely, and we continue to
operate as a fully cloud-headquartered company - redefining the
employee experience to create a more inclusive, equitable,
personalized and efficient way of working. We offer most employees
the choice to work from wherever they are most productive with the
understanding that many jobs require periodic onsite gatherings
both inter- and intra-team. In order to foster those gatherings, we
are building processes and infrastructure to facilitate those
events in 2023.
2022 Director Compensation Table
Zillow Group’s director compensation program is governed by the
Stock Option Grant Program for Non-employee Directors under the
2020 Plan (the “Program”). In 2022, Zillow Group compensated its
eligible non-employee directors solely with stock option grants
under the Program.
The following table provides information regarding the compensation
of our non-employee directors during 2022, including the annual
option grants made to our non-employee directors in March 2022. Our
executive officers Mr. Barton and Mr. Frink did not
receive compensation for their Board service in 2022. Information
about Mr. Barton's 2022 compensation is discussed in the
Compensation Discussion and Analysis section and presented in the
related tables.
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Name
|
Option Awards
($)(1)
|
|
Total
($)
|
|
Erik
Blachford
|
250,000 |
|
|
250,000 |
|
|
Amy C. Bohutinsky |
250,000 |
|
|
250,000 |
|
|
Jay C. Hoag
|
250,000 |
|
|
250,000 |
|
|
Gregory B. Maffei
|
250,000 |
|
|
250,000 |
|
|
Gordon Stephenson
|
250,000 |
|
|
250,000 |
|
|
Claire Cormier Thielke |
250,000 |
|
|
250,000 |
|
|
April Underwood
|
250,000 |
|
|
250,000 |
|
_______________
|
|
|
|
|
|
|
(1) |
Amounts reflect the aggregate grant date fair value of the option
awards granted, computed as of the grant date, in accordance with
Financial Accounting Standards Board Accounting Standards
Codification Topic 718, Compensation - Stock Compensation (“FASB
ASC Topic 718”). Assumptions used to calculate these amounts are
described in Note 2, “Share-Based Awards,” to our financial
statements included in our Annual Report on Form 10-K for the year
ended December 31, 2022. On March 1, 2022, and as described in
greater detail below, each of our eligible non-employee directors
of Zillow Group received an annual stock option grant to purchase
8,247 shares of Zillow Group’s Class C capital stock with a
Black-Scholes-Merton grant date fair value of $250,000. As of
December 31, 2022, Zillow Group’s non-employee directors held
stock options for the following number of shares of Zillow Group’s
Class A common stock and Class C capital stock:
Mr. Blachford, 46,951 shares of Class C capital stock;
Ms. Bohutinsky, 31,250 shares of Class A common stock and 222,064
shares of Class C capital stock; Mr. Hoag, 82,550 shares of
Class C capital stock; Mr. Maffei, 82,550 shares of
Class C capital stock; Mr. Stephenson, 82,550 shares of
Class C capital stock; Ms. Thielke, 14,135 shares of Class C
capital stock, and Ms. Underwood, 54,342 shares of
Class C capital stock.
|
Time and Manner of Compensation
Eligible directors are compensated for service on our Board and
committees of our Board solely with stock options granted under the
Program. No director receives cash compensation for service as a
director, though directors are reimbursed for reasonable expenses
incurred in connection with attending Board and committee meetings.
The compensation committee and the Board administer the
Program.
On March 1 of each year, our non-employee directors are
eligible to automatically receive stock option grants to purchase a
certain number of shares of Class C capital stock equal to the
amount set forth in the Program.
The grants made in March 2022 pursuant to the Program were for that
number of shares of Class C capital stock having a
Black-Scholes-Merton value of $250,000 on the date of grant (with
any fractional share rounded to the nearest whole share (0.5
rounded up)) and with a per share exercise price equal to the
closing price of our Class C capital stock on the date of
grant. One-fourth of the shares subject to annual stock options
granted in 2022 under the Program vest each quarter over one year,
subject to continued service. Stock options granted under the
Program in 2022 have ten-year terms from the date of grant, subject
to earlier termination in the event of a director's termination of
service.
Eligible directors who are initially elected or appointed to the
Board during the 12-month period following a March 1 grant
date are eligible to receive a prorated annual option grant in
connection with their initial election or appointment to the Board,
based on the number of full calendar months that elapse between the
date of the director’s initial election or appointment to the Board
and the next March 1 grant date, subject to review and
approval by the Board or the compensation
committee. Prorated options granted under the Program become fully
vested as of the first March 1 grant date following the
Board’s or the compensation committee’s approval of the
grant.
Pursuant to its charter, the compensation committee reviews
non-employee director compensation at least annually and may
recommend adjustments to the Board. No changes were recommended by
the compensation committee or approved by the Board in 2022. The
Company has designed its non-employee director compensation program
to attract and retain excellent directors and align their interests
with the long-term interests of our shareholders. The compensation
committee considers third-party director compensation surveys, such
as the director compensation reports issued jointly by the National
Association of Corporate Directors and Pearl Meyer, and the time
commitment required of Zillow Group’s directors, among other
factors, when evaluating non-employee director
compensation.
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EQUITY COMPENSATION PLAN INFORMATION
|
The following table provides certain information as of
December 31, 2022 with respect to securities authorized for
issuance under our equity compensation plans. No shares of
Class B common stock are issuable under any of our equity
compensation plans.
|
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|
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|
Plan Category
|
Number of securities issuable
upon exercise of
outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(1)(b)
|
|
Number of securities
remaining available for future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
|
Equity compensation plans approved by
security holders (2) |
|
|
|
|
|
|
|
Class A Common Stock |
150,855
|
(3) |
$30.75
|
|
— |
|
(4) |
|
Class C Capital Stock |
38,533,411
|
(5) |
$44.99
|
|
22,319,306
|
(6)(7) |
Equity compensation plans not approved by
security holders |
|
|
|
|
|
|
|
Class A Common Stock |
— |
|
|
— |
|
|
— |
|
|
|
Class C Capital Stock |
845,535
|
(8) |
$43.92
|
|
7,592,156
|
(9) |
|
Total |
|
|
|
|
|
|
|
Class A Common Stock |
150,855
|
|
$30.75
|
|
— |
|
|
|
Class C Capital Stock |
39,378,946
|
|
$44.97
|
|
29,911,462
|
|
|
Total All Classes |
39,529,801
|
|
$44.90
|
|
29,911,462
|
|
_________________
|
|
|
|
|
|
|
(1)
|
The weighted-average exercise price is calculated based on the
exercise prices of outstanding stock options, which includes Class
C Stock Options that were repriced in August 2022. It excludes
outstanding restricted stock units (“RSUs”) which have no exercise
price. |
|
(2)
|
Includes the 2011 Plan and 2020 Plan. |
|
(3)
|
Includes 150,855 shares of Class A common stock issuable upon
exercise of outstanding stock options. |
|
(4)
|
No future grants may be made under the 2011 Plan. Future grants
under the 2020 Plan will be for shares of Class C capital
stock only. |
|
(5)
|
Includes 336,674 shares of Class C capital stock issuable upon
exercise of outstanding stock options that were distributed as a
dividend in connection with the Class C stock split ("Class C
Stock Split") effective August 14, 2015. Also includes (i)
12,903,493 shares of Class C capital stock and (ii) 25,293,244
shares of Class C capital stock issuable upon exercise of
outstanding stock options and vesting of RSUs and restricted units
that were granted under our 2011 Plan and 2020 Plan, respectively,
following the effective date of the Class C Stock Split. Of
this amount, 7,095,226 Class C Stock Options, out of the 2020 Plan,
were repriced in August 2022.
|
|
(6)
|
Includes shares available for issuance under the 2020 Plan. Does
not include 15,383,116 shares that became available for issuance
under the 2020 Plan effective January 1, 2023 pursuant to the
“evergreen” provision described below.
|
|
(7)
|
The 2020 Plan contains an “evergreen” provision, pursuant to which
the number of shares available for issuance can be increased on the
first day of each of our fiscal years, equal to the lesser of (i)
5% of our outstanding Class A common stock, Class B
common stock and Class C capital stock on a fully diluted
basis as of the end of our immediately preceding fiscal year and
(ii) a number of shares determined by our Board; provided,
however, that any shares from increases in prior years that are not
actually issued will continue to be available for issuance under
the 2020 Plan. |
|
(8) |
Includes 3,254 shares of Class C capital stock issuable upon
exercise of outstanding stock options that were distributed as a
dividend pursuant to the Class C Stock Split with respect to
awards assumed or granted by us under the Trulia Plans. Includes
842,281 shares of Class C capital stock issuable upon exercise of
outstanding stock options and vesting of RSUs that were granted
under the Inducement Plan.
|
|
(9) |
Includes shares of Class C capital stock available for issuance
under the Inducement Plan. |
Zillow Group 2019 Equity Inducement Plan
The Inducement Plan became effective on August 8, 2019. Subject to
adjustment from time to time as provided in the Inducement Plan,
10,000,000 shares of Class C capital stock are available for
issuance under the Inducement Plan. Shares issued under the
Inducement Plan will be drawn from authorized and unissued shares
of Class C capital stock. The purpose of the Inducement Plan is to
attract, retain and motivate certain new employees of the Company
and its subsidiaries by providing them with the opportunity to
acquire a proprietary interest in the Company and to align their
interests and efforts to the long-term interests of the Company’s
shareholders. Each award under the Inducement Plan is intended to
qualify as an employment inducement award pursuant to Nasdaq
Listing Rule 5635(c). In 2022, no shares were awarded under the
Inducement Plan. We intend to use the Inducement Plan only if the
share reserve under the 2020 Plan is insufficient for new hire
employee grants.
The Inducement Plan is administered by the compensation committee
of the Board. Under the terms of the Inducement Plan, the
compensation committee may grant equity awards, including
nonqualified stock options, restricted stock, restricted stock
units or restricted units to new employees of the Company and its
subsidiaries. The Inducement Plan provides that in the event of a
stock dividend, stock split or similar event, the maximum number
and kind of securities available for issuance under the plan will
be proportionally adjusted.
Options under the Inducement Plan are granted with an exercise
price per share of not less than 100% of the fair market value of
our stock on the grant date, with the exception of substituted
option awards granted in connection with acquisitions. Options
expire no later than ten years from the grant date and vest 25%
after 12 months and quarterly thereafter over the next three years.
Restricted stock units granted under the Inducement Plan vest 25%
after 12 months and quarterly thereafter over the next three years.
Any portion of an option or restricted stock unit that is not
vested on the date of a participant’s termination of service
expires on such date. Employees generally forfeit their rights to
exercise vested options 3 months following their termination of
employment or 12 months following termination by reason of death,
disability or retirement.
August 2022 Equity Award Actions
On August 3, 2022, upon the recommendation of the compensation
committee of the Board, the Board approved adjustments to the
exercise price of certain outstanding vested and unvested option
awards for eligible employees, which excluded the Board, the CEO
and the Executive Chairman. The exercise price of eligible option
awards, which accounted for approximately 25% of total options
outstanding, was reduced to $38.78, which was the closing market
price of our Class C capital stock on August 8, 2022. No other
changes were made to the terms and conditions of the eligible
option awards. In addition, the Board approved a supplemental grant
of restricted stock units to eligible employees that was granted on
August 8, 2022 and vests quarterly over a two-year period beginning
in August 2022.
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PROPOSAL 2: Ratification of the Appointment of Deloitte &
Touche LLP as Independent Registered Public Accounting
Firm
|
The audit committee, which consists entirely of independent
directors, has selected Deloitte & Touche LLP (“Deloitte”)
as our independent registered public accounting firm for the fiscal
year ending December 31, 2023.
Shareholder ratification of the appointment of Deloitte as our
independent registered public accounting firm is not required by
our Amended and Restated Bylaws (“Bylaws”) or otherwise. However,
our Board is submitting the appointment of Deloitte to our
shareholders for ratification as a matter of good corporate
practice. If our shareholders fail to ratify the appointment, the
audit committee may reconsider the appointment of Deloitte. Even if
the appointment is ratified, the audit committee in its discretion
may direct the appointment of a different independent registered
public accounting firm at any time during the year if it determines
that such a change would be in the best interests of the Company
and our shareholders. Representatives of Deloitte are expected to
be present at the Annual Meeting. They will have an opportunity to
make a statement if they so desire and will be available to respond
to appropriate questions.
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|
The Board of Directors Recommends a Vote “FOR” the Ratification of
the
Appointment of Deloitte & Touche LLP as our Independent
Registered Public Accounting Firm.
|
|
The audit committee assists our Board in oversight of (a) our
accounting and financial reporting processes and the audits of our
financial statements, (b) the independent auditor’s
qualifications, independence and performance, (c) our internal
audit function and the performance of our internal accounting and
financial controls, and (d) our compliance with legal and
regulatory requirements. Deloitte & Touche LLP
(“Deloitte”), the Company’s independent registered public
accounting firm, was responsible for auditing the financial
statements prepared by our management for the fiscal year ended
December 31, 2022.
In connection with our review of Zillow Group’s audited financial
statements for the fiscal year ended December 31, 2022, we
relied on reports received from Deloitte as well as the advice and
information we received during discussions with Zillow Group’s
management. In this context, we hereby report as
follows:
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|
|
|
|
(i) |
The audit committee has reviewed and discussed the audited
financial statements for fiscal year 2022 with Zillow Group’s
management.
|
|
(ii) |
The audit committee has discussed with Deloitte, the Company’s
independent registered public accounting firm, the matters required
to be discussed by the statement on Auditing Standard
No. 1301, and Rule 2-07 of Regulation S-X, Communications with
Audit Committees.
|
|
(iii) |
The audit committee has received the written disclosures and the
letter from Deloitte, the Company’s independent registered public
accounting firm, required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent
registered public accounting firm’s communications with the audit
committee concerning independence, and has discussed with the
independent registered public accounting firm the independent
registered public accounting firm’s independence.
|
|
(iv) |
Based on the review and discussion referred to in paragraphs
(i) through (iii) above, the audit committee recommended to
Zillow Group’s Board of Directors that the audited financial
statements be included in Zillow Group’s Annual Report on Form 10-K
for the year ended December 31, 2022, for filing with the
SEC.
|
Members of the audit committee:
Gregory B. Maffei (Chair)
Gordon Stephenson
Claire Cormier Thielke
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|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES
REPORT
|
Fees Paid to Independent Registered Public Accounting
Firm
The following table provides information regarding the fees billed
by Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu Limited and their respective affiliates
(“Deloitte”) for the fiscal years ended December 31, 2021 and
2022, inclusive of out-of-pocket expenses.
|
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|
|
|
|
|
|
|
|
|
|
|
2021($)
|
|
2022($)
|
|
Audit Fees |
3,614,500 |
|
|
3,423,870 |
|
|
Audit-Related Fees |
140,000 |
|
|
— |
|
|
Tax Fees |
89,977 |
|
|
79,325 |
|
|
All Other Fees |
6,268 |
|
|
106,268 |
|
|
Total Fees |
3,850,745 |
|
|
3,609,463 |
|
Audit Fees
Audit fees of Deloitte during the 2022 and 2021 fiscal years
primarily include the aggregate fees incurred for the audits of the
annual consolidated financial statements and the review of each of
the quarterly consolidated financial statements included in
Quarterly Reports on Form 10-Q for Zillow Group. Audit fees in 2022
and 2021 also include services rendered by Deloitte in connection
with certain registration statements on Form S-8, mergers and
acquisitions activity, equity award repricing and the wind down of
Zillow Offers operations.
Audit-Related Fees
Audit-related fees during the 2021 fiscal year include the fees
incurred for agreed-upon procedures related to the securitization
transactions for Zillow Offers.
Tax Fees
Tax fees of Deloitte for the fiscal years ended December 31,
2022 and 2021 primarily include tax compliance, consulting and
return preparation.
All Other Fees
Other fees include access to accounting research software
applications and data. Fees for the fiscal year ended December 31,
2022 also include ESG non-attest assurance readiness
services.
Audit Committee Review and Pre-Approval of Independent Registered
Public Accounting Firm’s Services
All fees described above were approved by the audit committee. Our
audit committee’s policy is to pre-approve all audit and non-audit
services (including the fees and terms thereof) to be performed by
our independent registered public accounting firm. This policy is
set forth in the charter of the audit committee, which is available
at
https://investors.zillowgroup.com/investors/governance/committee-charters/default.aspx.
The audit committee considered whether the non-audit services
rendered by our independent registered accounting firm were
compatible with maintaining their independence as the independent
registered public accounting firm of our financial statements and
concluded that they were.
The following table provides information regarding our executive
officers as of March 29, 2023:
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Name
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Age
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Position
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Richard N. Barton
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55
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Co-Founder, Chief Executive Officer and Director
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Lloyd D. Frink
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58
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Co-Founder, Executive Chairman, President and Director
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David A. Beitel
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53
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Chief Technology Officer
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Susan Daimler
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45 |
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President of Zillow |
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Bradley D. Owens
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47
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Senior Vice President, General Counsel and Corporate
Secretary
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Allen W. Parker
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55
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Chief Financial Officer
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Jennifer A. Rock
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41
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Chief Accounting Officer
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Errol G. Samuelson
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57
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Chief Industry Development Officer
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Dan Spaulding
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46
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Chief People Officer
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Jeremy Wacksman
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46
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Chief Operating Officer
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Executive Officers
The following section presents biographical information for Zillow
Group’s executive officers. Unless otherwise noted, executive
officer positions were held continuously with Zillow before the
Trulia transaction in February 2015 and with Zillow Group after the
Trulia transaction. For biographical information for Mr. Barton and
Mr. Frink, please refer to the section entitled “Directors
Continuing in Office Until the 2025 Annual Meeting of
Shareholders.”
David A. Beitel
has served as Chief Technology Officer since February 2005. From
1999 to 2005, Mr. Beitel was at Expedia, Inc., where he held
many leadership positions, including Chief Technology Officer from
2003 to 2005 and Vice President of Product Development from 1999 to
2003. From 1992 to 1999, Mr. Beitel held many leadership
positions at Microsoft Corporation, including Development Lead in
the handheld computing group and as a member of the original
Expedia team. Mr. Beitel holds a B.S. and an M.E. in Computer
Science, both from Cornell University.
Susan Daimler
has served as President of Zillow since February 2021. Ms. Daimler
previously served as Senior Vice President, Premier Agent, from
September 2018 to February 2021, and General Manager of StreetEasy
from October 2012 to September 2018. Ms. Daimler joined the Company
in 2012 in connection with the Company's acquisition of Buyfolio, a
co-shopping platform she co-founded. Ms. Daimler has served on the
board of directors of Pubmatic, Inc., an online advertising
software and strategies company, since November 2020 and serves on
the board of trustees for Johns Hopkins University. Ms. Daimler
earned her B.A. in English from Johns Hopkins
University.
Bradley D. Owens
has served as General Counsel since September 2014 and Corporate
Secretary since June 2018. Prior to joining the Company in January
2012 as corporate counsel, Mr. Owens was an attorney in private
practice at Perkins Coie LLP from January 2007 to January 2012. Mr.
Owens served as Special Counsel, U.S. Securities and Exchange
Commission, Division of Market Regulation from October 2002 to
December 2006. Mr. Owens holds a B.S. in Economics from Vanderbilt
University and a J.D. from The George Washington University Law
School.
Allen W. Parker
has served as Chief Financial Officer since November 2018. Prior to
joining the Company, Mr. Parker held various leadership roles
at Amazon.com, Inc., an e-commerce and cloud computing company,
since 2005. Mr. Parker served as Vice President, Finance for
Amazon Devices, Appstore and Amazon Pay from October 2011 to
November 2018, and, prior to that time, as Vice President, Finance,
for Worldwide Operations and Customer Service. Before joining
Amazon, Mr. Parker held leadership positions at American
Standard, a manufacturer of home fixtures, and General Electric
Company, a global digital industrial company. Mr. Parker holds
a B.S. in Accounting from the University of Oregon and a degree in
International Business - Economics from Nyenrode Business
University.
Jennifer A. Rock
has served as Chief Accounting Officer since October 2018.
Ms. Rock previously served as Interim Chief Financial Officer
from May 2018 until November 2018 and Interim Chief Accounting
Officer from May 2018 until October 2018, Vice President, Financial
Reporting, Technical Accounting, and Financial Planning and
Analysis from March 2018 to May 2018, Vice President, Financial
Reporting and Technical Accounting, from February 2017 to March
2018, and as Vice President, Financial Reporting and Compliance,
from February 2015 to February 2017. Ms. Rock was the Senior
Director of Financial Reporting from February 2014 to February
2015, Director of Financial Reporting from August 2012 to February
2014, Senior Manager of Financial Reporting from August 2011 to
August 2012, and Manager of Financial Reporting from March 2011 to
August 2011. Prior to joining Zillow, Ms. Rock was an audit
manager at KPMG, a provider of audit, tax, and other advisory
services. Ms. Rock holds a B.A. and Master of Accountancy from
Gonzaga University.
Errol G. Samuelson
has served as Chief Industry Development Officer since March 2014.
Prior to joining Zillow, Mr. Samuelson held various positions
with Move, Inc., an online real estate company, and its owned and
operated companies, including Chief Strategy Officer of Move, Inc.
from April 2013 to March 2014, President of
realtor.com®,
the real estate listing website of Move, Inc., from February 2007
to March 2014, Chief Revenue Officer of Move, Inc. from May 2009
until April 2013, and President of Top Producer, a
software-as-a-service company of Move, Inc., from October 2003 to
February 2007. Mr. Samuelson holds a B.A. Sc. in Electronics
Engineering from Simon Fraser University.
Dan Spaulding
has served as Chief People Officer since April 2016. Prior to
joining the Company, Mr. Spaulding held leadership positions
at Starbucks, Inc., a premier roaster, marketer and retailer of
specialty coffee, including Vice President, US Stores and Retail
Operations HR from January 2015 to April 2016 and Vice President,
Global Corporate Functions HR, Starbucks from March 2014 to January
2015. Prior to Starbucks, Mr. Spaulding served in a variety of
HR leadership positions for Life Technologies, a biotech company
acquired by Thermo-Fisher Scientific in 2014. Mr. Spaulding
began his career and held multiple roles in the U.S. and China with
Dell Technologies Inc., an information technology company.
Mr. Spaulding serves on the board of trustees for Knox
College. Mr. Spaulding earned his B.A. in Political Science
and History from Knox College and a Master of H.R. Labor and
Industrial Relations from the University of Illinois.
Jeremy Wacksman
has served as Chief Operating Officer since February 2021. Since
joining the Company in 2009, Mr. Wacksman has held a number of
leadership positions including President of Zillow from December
2019 to February 2021, President of Zillow Brand and Co-Head of
Zillow Offers from June 2018 to December 2019, Chief Marketing
Officer from July 2016 to June 2018, Chief Marketing Officer of
Zillow from August 2015 to July 2016 and Vice President of
Marketing and Product Management from 2009 to August 2015. Prior to
joining Zillow, Mr. Wacksman led marketing and product
management efforts for Xbox Live at Microsoft Corporation.
Mr. Wacksman earned his B.S. in Engineering from Purdue
University and an M.B.A. from Northwestern University
(Kellogg).
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT
|
The following tables present information about the ownership of our
securities as of March 29, 2023 for:
•each
person or entity who we know beneficially owns more than five
percent of any class of our voting securities;
•each
of our named executive officers as set forth in the Summary
Compensation Table below;
•each
of our directors; and
•all
of our directors and executive officers as a group.
Unless otherwise noted, the address of each beneficial owner listed
in the tables below is Zillow Group, Inc., 1301 Second Avenue,
Floor 31, Seattle, Washington 98101.
We have determined beneficial ownership in accordance with the
rules of the SEC. Except as indicated in the footnotes below, we
believe, based on the information ascertainable to us from public
filings or furnished to us, that the persons and entities named in
the table below have sole voting and investment power with respect
to all shares that they own, subject to applicable community
property laws.
The security ownership information is provided as of March 29,
2023, and, in the case of percentage ownership information, is
based on (i) 57,181,148 shares of Class A common stock
outstanding, (ii) 6,217,447 shares of Class B common
stock outstanding and (iii) 170,597,650 shares of Class C
capital stock outstanding, in each case, as of March 29, 2023.
Class A common stock and Class B common stock are voting
securities. Class C capital stock is non-voting, unless
otherwise required by applicable law or our Amended and Restated
Articles of Incorporation.
Class A common stock trades on The Nasdaq Global Select Market
under the symbol “ZG,” and Class C capital stock trades on The
Nasdaq Global Select Market under the symbol “Z.” Class B
common stock is not listed.
Security Ownership of Certain Beneficial Owners
Due to its non-voting status, Class C capital stock is not
included in the table below. Information with respect to officers
and directors who hold more than five percent of any class of our
voting securities is set forth below in “Security Ownership of
Management.”
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Class A
Common Stock
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Class B
Common Stock
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% Total
Voting
Power
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Name of Beneficial Owner
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Shares
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%
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Shares
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%
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Caledonia (Private) Investments Pty Limited (1)
|
15,797,294 |
|
27.6 |
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— |
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— |
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13.2 |
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The Vanguard Group (2)
|
6,897,371 |
|
12.1 |
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— |
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— |
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5.8 |
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Norges Bank (3)
|
3,010,843 |
|
5.3 |
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— |
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— |
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2.5 |
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___________
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(1) |
Based upon a Schedule 13G/A filed with the SEC on February 16,
2021 by Caledonia (Private) Investments Pty Limited. The Schedule
13G/A reports that it has sole voting and dispositive power over
all 15,797,294 shares of Class A common stock. The address of
Caledonia (Private) Investments Pty Limited is Level 10, 131
Macquarie Street, Sydney, NSW, 2000, Australia. |
|
(2) |
Based upon a Schedule 13G/A filed with the SEC on February 9, 2023
by The Vanguard Group. The Schedule 13G/A reports that it has
shared voting power over 22,606 shares of Class A common stock,
sole dispositive power over 6,800,505 shares of Class A common
stock and shared dispositive power over 96,866 shares of
Class A common stock. The address of The Vanguard Group is 100
Vanguard Boulevard, Malvern, PA 19355. |
|
(3) |
Based upon a Schedule 13G filed with the SEC on January 19, 2023 by
Norges Bank. The Schedule 13G reports that it has sole voting power
over 1,962,960 shares of Class A common stock, sole dispositive
power over 1,891,448 shares of Class A common stock and shared
dispositive power over 1,119,395 shares of Class A common
stock. The address of Norges Bank is Bankpassen 2, P.O. Box 1179,
Sentrum, NO 0107 Oslo, Norway. |
Security Ownership of Management
To compute the number of shares of Class A common stock and
Class C capital stock beneficially owned by each officer and
director and the percentage ownership of Class A common stock
and Class C capital stock of that person, we deemed as
outstanding shares of the same class of securities subject to
options and other equity awards held by that person that are
currently exercisable or become exercisable or vested within
60 days of March 29, 2023. We did not treat these shares as
outstanding, however, for the purpose of computing the percentage
ownership of Class A common stock or Class C capital
stock of any other person. To compute the number of shares of
Class A common stock held by each of Richard N. Barton and
Lloyd D. Frink, we also included the number of shares of
Class B common stock held by each of them as of March 29,
2023.
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Class A
Common Stock
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Class B
Common Stock
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Class C
Capital Stock
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% Total
Voting
Power (1)
|
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Officers and Directors
|
Shares
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%
|
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Shares
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%
|
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Shares
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%
|
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Richard N. Barton |
4,194,265(2)(3)
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6.9 |
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3,763,725 |
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60.5 |
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8,225,199(2)(4)
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4.8 |
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31.7 |
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Allen W. Parker |
— |
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— |
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— |
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— |
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1,037,629(2)(a)
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* |
|
— |
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Jeremy Wacksman |
3,089(2)
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* |
|
— |
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— |
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1,006,569(2)(b)
|
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* |
|
* |
|
Susan Daimler |
8,500(2)(c)
|
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* |
|
— |
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— |
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|
992,654(2)(d)(5)
|
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* |
|
* |
|
David A. Beitel |
4,342(2)
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* |
|
— |
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— |
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957,251(2)(e)
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* |
|
* |
|
Erik Blachford |
49,019(6)
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* |
|
— |
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— |
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|
119,787(2)(6)
|
|
* |
|
* |
|
Amy C. Bohutinsky |
31,250(2)
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|
* |
|
— |
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|
— |
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|
222,064(2)
|
|
* |
|
* |
|
Lloyd D. Frink |
3,206,188(2)(7)
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5.4 |
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2,453,722 |
|
39.5 |
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4,759,562(2)(8)
|
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2.8 |
|
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20.6 |
|
|
Jay C. Hoag |
516,531(9)
|
|
* |
|
— |
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|
— |
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|
5,929,552(2)(9)
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|
3.5 |
|
|
* |
|
Gregory B. Maffei |
316,485
|
|
* |
|
— |
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|
— |
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|
711,548(2)
|
|
* |
|
* |
|
Gordon Stephenson |
41,647(10)
|
|
* |
|
— |
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|
— |
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|
150,840(2)(10)
|
|
* |
|
* |
|
Claire Cormier Thielke |
— |
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|
— |
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|
— |
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|
— |
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|
14,135(2)
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|
* |
|
— |
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|
April Underwood |
— |
|
|
— |
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|
— |
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|
— |
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54,342(2)
|
|
* |
|
— |
|
|
All executive officers and directors as a group (17
persons) |
8,400,458(2)(f)
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13.2 |
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6,217,447 |
|
100.0 |
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25,485,228(2)(g)
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14.2 |
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53.1 |
|
______________
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* |
Represents beneficial ownership or total voting power that does not
exceed 1%. |
|
(1) |
Percentage of total voting power represents voting power with
respect to all outstanding shares of Class A common stock and
Class B common stock, as a single group. Each holder of
Class A common stock is entitled to one vote per share of
Class A common stock and each holder of Class B common
stock is entitled to 10 votes per share of Class B common
stock. Holders of Class A common stock and Class B common
stock will vote together as a single group on all matters
(including the election of directors) submitted to a vote of
shareholders, unless otherwise required by law or our Amended and
Restated Articles of Incorporation. Class B common stock is
convertible at any time by the holder into shares of Class A
common stock on a share-for-share basis. Class C capital stock
is non-voting and therefore is not included in this
column. |
|
(2)
|
Includes, as applicable, the following number of shares of
Class A common stock and Class C capital stock subject to
outstanding options that were exercisable as of March 29, 2023 or
that become exercisable within 60 days thereafter or, as indicated
below for Mr. Parker, Mr. Wacksman, Ms. Daimler and Mr. Beitel,
also includes shares issuable under restricted stock units that
become vested within 60 days of March 29, 2023.
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Officers and Directors
|
Class A
Common Stock
|
|
Class C
Capital Stock
|
|
Richard N. Barton |
50,000 |
|
|
1,733,113 |
|
|
Allen W. Parker |
— |
|
|
980,482(a)
|
|
Jeremy Wacksman |
2,621 |
|
|
1,005,868(b)
|
|
Susan Daimler |
8,500(c)
|
|
983,360(d)
|
|
David A. Beitel |
4,250 |
|
|
906,907(e)
|
|
Erik Blachford |
— |
|
|
46,951 |
|
|
Amy C. Bohutinsky |
31,250 |
|
|
222,064 |
|
|
Lloyd D. Frink |
50,000 |
|
|
1,578,608 |
|
|
Jay C. Hoag |
— |
|
|
82,550 |
|
|
Gregory B. Maffei |
— |
|
|
82,550 |
|
|
Gordon Stephenson |
— |
|
|
82,550 |
|
|
Claire Cormier Thielke |
— |
|
|
14,135 |
|
|
April Underwood |
— |
|
|
54,342 |
|
|
All executive officers and directors as a group
(17 persons) |
146,621(f)
|
|
9,005,954(g)
|
|
|
|
|
|
|
|
(a) |
Includes 962,440 shares of Class C capital stock subject to options
exercisable on or within 60 days of March 29, 2023 and 18,042
shares of Class C capital stock issuable under restricted stock
units that become vested within 60 days of March 29,
2023.
|
|
(b) |
Includes 994,208 shares of Class C capital stock subject to options
exercisable on or within 60 days of March 29, 2023 and 11,660
shares of Class C capital stock issuable under restricted stock
units that become vested within 60 days of March 29,
2023.
|
|
(c) |
Includes 4,250 shares of Class A common stock subject to options
exercisable on or within 60 days of March 29, 2023 held directly by
Ms. Daimler and 4,250 shares of Class A common stock subject to
options exercisable on or within 60 days of March 29, 2023 held
indirectly by Ms. Daimler through her spouse.
|
|
(d) |
Includes 594,918 shares of Class C capital stock subject to
options exercisable on or within 60 days of March 29, 2023 and
8,455 shares of Class C capital stock issuable under
restricted stock units that become vested within 60 days of March
29, 2023 held directly by Ms. Daimler. Also includes 374,780 shares
of Class C capital stock subject to options exercisable on or
within 60 days of March 29, 2023 and 5,207 shares of Class C
capital stock issuable under restricted stock units that become
vested within 60 days of March 29, 2023 held indirectly by Ms.
Daimler through her spouse.
|
|
(e) |
Includes 895,278 shares of Class C capital stock subject to
options exercisable on or within 60 days of March 29, 2023 and
11,629 shares of Class C capital stock issuable under
restricted stock units that become vested within 60 days of March
29, 2023.
|
|
(f) |
Includes 146,621 shares of Class A common stock subject to
options exercisable on or within 60 days of March 29, 2023, for all
current executive officers and directors.
|
|
(g) |
Includes 8,918,453 shares of Class C capital stock subject to
options exercisable on or within 60 days of March 29, 2023 and
87,501 shares of Class C capital stock issuable under
restricted stock units and restricted units that become vested
within 60 days of March 29, 2023, for all current executive
officers and directors.
|
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|
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|
|
|
(3) |
Includes 3,763,725 shares of Class B common stock, of which
339,880 are held by Barton Ventures II LLC (the “Barton LLC”), and
380,540 shares of Class A common stock, of which 220,004 are
held by the Barton Descendants’ Trust dated December 30, 2004
(the “Barton Trust”) and 20,000 are held by The Barton Foundation.
Mr. Barton has sole dispositive and voting power over the
shares of Class B common stock held by the Barton LLC and
shared dispositive and voting power over the shares of Class A
common stock held by The Barton Foundation. Mr. Barton has
investment power over the shares of Class A common stock held
by the Barton Trust, but cannot receive proceeds from the sale of
the shares. Mr. Barton does not have voting power over the
shares of Class A common stock held by the Barton Trust and
therefore those shares have been excluded from the calculation of
percentage of total voting power.
|
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|
|
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|
|
(4) |
Includes 6,492,086 shares of Class C capital stock, of which
2,822,522 are held by the RNB Z GRAT of November 2022, 2,471,480
are held by the RNB Z GRAT of May 2022, 450,000 are held by the
Barton LLC, 442,086 are held by the Barton Trust and 300,000 are
held by The Barton Foundation. Mr. Barton has shared
dispositive power over the shares of Class C capital stock
held by the Barton Foundation. Mr. Barton has sole dispositive
power over the shares of Class C capital stock held by the Barton
LLC, the RNB Z GRAT of November 2022 and the RNB Z GRAT of May
2022. Mr. Barton has investment power over the shares of
Class C capital stock held by the Barton Trust, but cannot
receive proceeds from the sale of the shares.
|
|
(5) |
Includes 3,278 shares of Class C capital stock held indirectly by
Ms. Daimler through her spouse, Mr. Daimler, who serves as the
Company's Senior Vice President, Product.
|
|
(6) |
Includes 72,836 shares of Class C capital stock and 49,019 shares
of Class A common stock currently pledged as collateral for a
loan.
|
|
(7) |
Includes 2,453,722 shares of Class B common stock held
directly by Mr. Frink, 658,134 shares of Class A common stock
held by the Frink Descendants’ Trust dated December 30, 2004
(the “Frink Trust”), 21,875 shares of Class A common stock held by
the Elliott Frink 2020 Trust and 21,875 shares of Class A common
stock held by the Ethan Frink 2020 Trust. Mr. Frink has
investment power over the shares of Class A common stock held
by the Frink Trust, the Elliott Frink 2020 Trust and the Ethan
Frink 2020 Trust but cannot receive proceeds from the sale of the
shares. Mr. Frink does not have voting power over the shares
of Class A common stock held by the Frink Trust, the Elliott
Frink 2020 Trust and the Ethan Frink 2020 Trust and therefore those
shares have been excluded from the calculation of percentage of
total voting power.
|
|
(8) |
Includes 797,765 shares of Class C capital stock held by the
Frink Trust. Mr. Frink has investment power over the shares of
Class C capital stock held by the Frink Trust but cannot
receive proceeds from the sale of the shares.
|
|
(9)
|
Includes 273,438 shares of Class A common stock held directly by
TCV VIII, L.P., 1,946,114 shares of Class C capital stock held
directly by TCV VIII, L.P., 73,737 shares of Class A common stock
held directly by TCV VIII (A) Mariner, L.P., 524,804 shares of
Class C capital stock held directly by TCV VIII (A) Mariner, L.P.,
16,983 shares of Class A common stock held directly by TCV (B)
VIII, L.P., 120,869 shares of Class C capital stock held directly
by TCV VIII (B), L.P., 20,179 shares of Class A capital stock held
directly by TCV Member Fund, L.P., 143,213 shares of Class C
capital stock held directly by TCV Member Fund, L.P., 70,768 shares
of Class A common stock held directly by TCV Mariner Investor IX,
L.P., 2,157,155 shares of Class C capital stock held directly by
TCV Mariner Investor IX, L.P., 19,968 shares of Class A common
stock held directly by TCV Mariner Investor IX (A), L.P., 608,672
shares of Class C capital stock held directly by TCV Mariner
Investor IX (A), L.P., 3,780 shares of Class A common stock held
directly by TCV Mariner Investor IX (B), L.P., 115,208 shares of
Class C capital stock held directly by TCV Mariner Investor IX (B),
L.P., 5,484 shares of Class A common stock held directly by TCV
Mariner Investor IX (MF), L.P., 166,579 shares of Class C capital
stock held directly by TCV Mariner Investor IX (MF), L.P., 29,049
shares of Class A common stock held directly by the Hoag Family
Trust U/A 8/2/94, 58,098 shares of Class C capital stock held by
the Hoag Family Trust U/A 8/2/94, and 82,550 options to purchase
shares of Class C capital stock held directly by Jay
Hoag.
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Mr. Hoag and five other individuals are Class A Directors
of Technology Crossover Management VIII, Ltd. (“Management VIII”)
and limited partners of Technology Crossover Management VIII, L.P.
(“TCM VIII”). Management VIII is the sole general partner of TCM
VIII, which in turn is the sole general partner of TCV VIII, L.P.,
which in turn is the sole member of Mariner Investor GP II, LLC,
which in turn is the sole general partner of Mariner Investor II,
L.P. The Class A Directors of Management VIII and TCM VIII may
be deemed to beneficially own the shares held by Mariner Investor
II, L.P. but disclaim beneficial ownership of such shares except to
the extent of their pecuniary interest therein. The shares held by
Mariner Investor II, L.P. are also pledged as collateral for a
third-party debt facility. |
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Mr. Hoag and three other individuals are Class A Directors of
Technology Crossover Management IX, Ltd. (“Management IX”) and
limited partners of Technology Crossover Management IX, L.P. (“TCM
IX”). Management IX is the sole general partner of TCM IX, which in
turn is the sole general partner of TCV IX, L.P., which in turn is
the sole member of Mariner Investor IX, LLC, which in turn is the
sole general partner of TCV Mariner Investor IX (MF), L.P., TCV
Mariner Investor IX, L.P., TCV Mariner Investor IX (A), L.P., and
TCV Mariner Investor IX (B), L.P. (collectively, the “Mariner IX
Funds”). The Class A Directors of Management IX and TCM IX may be
deemed to beneficially own the shares held by the Mariner IX Funds
but disclaim beneficial ownership of such shares except to the
extent of their pecuniary interest therein. 100,000 Class A and
3,047,614 Class C shares held directly by the Mariner IX Funds are
pledged as collateral for a third-party debt facility. |
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Mr. Hoag has the sole power to dispose and direct the disposition
of the options and any shares issuable upon exercise of the
options, and the sole power to direct the vote of the shares of
common stock to be received upon exercise of the options. However,
with respect to 82,550 of the options, Mr. Hoag has transferred to
TCV VIII Management, L.L.C. (“TCV VIII Management”) 100% of the
pecuniary interest in such options and any shares to be issued upon
exercise of such options. Mr. Hoag is a member of TCV VIII
management but disclaims beneficial ownership of such options and
any shares to be received upon exercise of such options except to
the extent of his pecuniary interest therein.
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Mr. Hoag is a trustee of the Hoag Family Trust and may be deemed to
have the sole power to dispose or direct the disposition of the
shares held by the Hoag Family Trust. Mr. Hoag disclaims beneficial
ownership of such shares except to the extent of his pecuniary
interest therein. |
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(10) |
Includes 25,502 shares of Class A common stock and 40,000
shares of Class C capital stock held by the Stephenson Family
LLC.
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COMPENSATION DISCUSSION AND ANALYSIS
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Introduction
This Compensation Discussion and Analysis provides information
about the compensation for the following executive officers ("Named
Executive Officer(s)" or "NEO(s)") in 2022, including an analysis
of the overall objectives of our compensation program and each
element of compensation provided.
For 2022, our named executive officers were:
•Richard
N. Barton, Co-Founder, Chief Executive Officer and
Director
•Allen
W. Parker, Chief Financial Officer
•Jeremy
Wacksman, Chief Operating Officer
•Susan
Daimler, President of Zillow
•David
A. Beitel, Chief Technology Officer
Compensation Philosophy and Objectives
We believe our success largely depends on our ability to attract,
retain and motivate talented employees to operate our Company in a
dynamic and changing market. We compete with many other companies
to attract and retain a skilled executive management team. To meet
this challenge, the objectives of our compensation program are
to:
•attract
qualified and experienced executive officers who will enable us to
achieve our business objectives;
•retain
and motivate our executive officers to achieve superior
performance;
•reward
performance; and
•align
the interests of our executive officers with those of our
shareholders by motivating our executive officers to increase
long-term shareholder value.
Company Performance Milestones
Significant performance milestones for 2022 include the
following:
•In
2022, we completed the wind down of our Zillow Offers operations,
with no inventory remaining on our balance sheet.
•In
2022, we repurchased shares of Class A common stock and Class C
capital stock at a weighted average price of $42.63 per share for
an aggregate purchase price of $947 million.
•In
2022, the average monthly unique users for Zillow Group’s mobile
apps and websites were 220 million, up 1% year over year, while
visits during 2022 were 10.5 billion, up 3% from the previous
year.
•In
February 2022, we announced our vision of developing a “housing
super app” to help customers across all their real estate needs,
serving as one ecosystem of connected solutions for all the tasks
and services related to moving. Through the Company's five growth
pillars, our strategy aims to increase customer transactions and
revenue per customer transaction, which measures revenue
attributable to each unique home purchase or sale transaction in
which the homebuyer or seller uses Zillow Home Loans, Zillow
Closing Services and/or involves a Premier Agent partner with whom
the buyer or seller connected through Zillow.
•In
April 2022, ShowingTime unveiled a new feature that displays home
tour availability in real time, to speed up the process of booking
a home tour and reduce hassle for buyers, sellers, and agents
alike.
•In
July 2022, we announced a new app feature that lets home shoppers
and renters search more quickly for properties across different
neighborhoods, ZIP codes, cities, counties, states and more —
pulling them all together into a single list.
•In
August 2022, we entered into a multi-year partnership with Opendoor
Technologies Inc. (Opendoor) to enable eligible home sellers on
Zillow’s platform to request an Opendoor offer to sell their
home.
•In
September 2022, we announced the launch of ShowingTime+, a new
brand to integrate and simplify Zillow’s technology offerings for
agents, brokers, and multiple listing services. The expanded
software suite includes all existing products and services from
ShowingTime, dotloop, Bridge Interactive, and 3D Home tours and
interactive floor plans. We also launched Real Time Touring in our
first market, which allows customers to book a home tour directly
for applicable for sale listings.
•In
December 2022, Zillow acquired VRX Media Group, LLC, a real estate
media marketing and services leader known for its aerial drone
photography, virtual staging, 3D tours, high-definition photography
and fast-media delivery to clients, which is made possible through
the company's professional photographer network.
How We Set Executive Compensation
The compensation committee of our Board is generally responsible
for setting our overall executive compensation strategy and for
making decisions relating to executive compensation. This includes
establishing and annually reviewing the compensation of our
executive officers and overseeing our equity plans to ensure that
our total compensation program is reasonable and competitive. Our
executive compensation program is primarily comprised of base
salaries, equity compensation, and health and welfare benefits
generally consistent with those provided to our other salaried
employees. The compensation committee adopted the Zillow Group,
Inc. Executive Severance Plan and Summary Plan Description in 2020,
as amended in 2021 (the "Severance Plan"),
to promote consistency of severance in the event of certain
qualifying terminations of employment by executive officers. The
Severance Plan is described below under "Executive Severance
Plan."
In setting 2022 executive compensation, our compensation committee
generally relied on its collective experience and knowledge, its
past practices, our overall performance, market data and consultant
recommendations described below, and other considerations it deemed
relevant. For 2022, Mr. Barton, Mr. Frink, and Mr. Spaulding
recommended to the compensation committee base salary adjustments
and amounts of equity awards for our executive officers (other than
for themselves), and advised the compensation committee regarding
our compensation program’s ability to attract, retain, and motivate
executive talent. Their recommendations reflected compensation
levels that they believed were commensurate with an executive
officer’s individual qualifications, experience, level of
responsibility, knowledge, skills and individual performance, as
well as our resources and performance.
In setting 2022 executive compensation, the compensation committee
engaged Compensia to recommend a peer group for the purpose of
conducting a market analysis of the total compensation of our
executive officers and to provide recommendations for the
compensation committee’s consideration with respect to the salary
and equity compensation of our executive officers. Compensia
provided total direct compensation analysis reports for our
executive officers derived from publicly available information and
survey data taken from a number of selected peer companies. The
peer companies selected were identified among companies operating
in the real estate and/or mobile and Internet industries. The data
provided included, among other items, 75th, 60th, 50th and 25th
percentile base salary, long-term equity incentive levels and
target total direct compensation levels for executive officers of
the peer group. Consistent with prior years, the compensation
committee did not target the foregoing elements of compensation to
any specific percentiles identified in the peer company data but
rather used the data as a preliminary comparison point for context
and as one factor among many in determining 2022 base salary
adjustments and equity awards. In addition to the Compensia report,
the compensation committee considered market survey information
available through Comptryx and Radford as reference points for 2022
executive compensation decisions.
The peer group for which Compensia provided data in 2021 that was
reviewed by the compensation committee in connection with
determining our executive officers’ 2022 base salaries and equity
award sizes consisted of the following companies:
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CoStar Group, Inc. |
Redfin Corporation |
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DoorDash, Inc. |
ServiceNow, Inc. |
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Dropbox, Inc. |
Splunk Inc. |
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Etsy, Inc. |
SS&C Technologies Holdings, Inc. |
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Expedia, Inc. |
Take Two interactive Software, Inc. |
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Fortinet, Inc. |
Twitter, Inc. |
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IAC/InterActiveCorp |
Tyler Technologies, Inc. |
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Invitation Homes Inc. |
Verisign, Inc. |
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Match Group |
Workday, Inc. |
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Pinterest, Inc. |
Zynga, Inc. |
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To help ensure continued appropriateness of the peer group, the
compensation committee updated the peer group used for 2022
compensation to reflect changes in our business, including the wind
down of Zillow Offers operations, and to reassess market cap and
industry benchmarks in line with our evolving business model. Two
companies (Mandiant, Inc. and Ziff Davis,
Inc.) were removed from the prior year's list and two new peer
companies were added (DoorDash, Inc. and Pinterest, Inc.) that more
closely aligned with our industry and financial performance and
position.
Consideration of the Say-on-Pay Vote
We last held a non-binding, advisory vote to approve the
compensation of our named executive officers, commonly referred to
as the "say-on-pay" vote, at our 2021 Annual Meeting of
Shareholders, as required by Section 14A of the Exchange Act. Our
advisory resolution to approve the compensation of our named
executive officers received substantial majority support from
shareholders with approximately 94% "For" votes. We take this
result as support that our executive compensation program and
practices are reasonable and well-aligned with shareholder
expectations. Nevertheless, we review our overall approach to
executive compensation periodically and we expect that the specific
direction, emphasis, and components of our executive compensation
program will continue to evolve as will our process for
establishing executive compensation. We intend to continue to hold
an advisory vote on the compensation of our named executive
officers every third year, with the next vote occurring at our 2024
Annual Meeting of Shareholders. We believe that holding this vote
every three years provides us with appropriate feedback on our
compensation decisions for our named executive officers while also
providing an appropriate time period to respond to the prior
say-on-pay vote. In compliance with Section 14A of the Exchange
Act, we will next hold a vote on the frequency of such advisory
vote regarding compensation of our named executive officers at our
annual meeting to be held in 2027. We are and will remain committed
to being responsive to shareholder feedback, and the results of our
say-on-pay votes will help inform the compensation committee's
discussions about the executive compensation program.
Elements of Executive Compensation
For 2022, our executive compensation program primarily included
base salaries, and equity compensation in the form of stock
options, restricted stock units, and restricted units.
Historically, including for 2022, compensation decisions for our
executive officers have been individualized and based on a variety
of factors. In particular, we have emphasized the use of equity to
incentivize our executive officers to focus on our growth and
create long-term shareholder value. To date, the compensation
committee has not adopted any formal or informal policies for
allocating compensation between long-term and short-term
compensation or between cash and equity compensation.
Base Salaries.
Base salaries provide our executive officers with a fixed amount of
consistent compensation and, in conjunction with equity awards, are
a significant motivating factor in attracting and retaining our
executive officers. We have designed base salaries to be
competitive while also seeking to manage our cash
resources.
When an executive officer is first hired, base salary is generally
established through individual negotiations between the Company and
the executive officer, taking into account subjective judgments as
to the executive officer’s qualifications, experience, job duties
and responsibilities, prior salary, and internal pay equity
comparisons.
The compensation committee annually reviews the base salaries of
our executive officers. Adjustments to salaries generally become
effective following completion of our annual performance review
process in the first quarter of each year. This process generally
includes a comprehensive self-performance review by employees as
well as manager, direct report, and peer reviews. Adjustments to
base salaries also may occur at other times during the year for
promotions or performance.
In January 2022, the compensation committee approved adjusted
annual base salaries for each of our named executive officers, with
adjustments effective as of February 9, 2022. The salary
adjustments were primarily based on a subjective evaluation of each
executive officer's performance, both historical and anticipated,
review of comparative market data, internal pay equity among our
executive officers, and the other factors described above. Overall,
salary increases for 2022 reflected levels that the compensation
committee believed were commensurate with the comparative
responsibilities, leadership roles and performance of each named
executive officer, including for example, Ms. Daimler's increase,
which is reflective of her performance in her role and leadership
over the Premier Agent business that is integral to our long-term
integrated transaction strategy.
The following table provides information about 2022 base salary
adjustments.
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Name
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December 2021
Base Salary
($)
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Total 2022 Base Salary Increase
($)
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Total 2022 Base Salary
($) |
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% Increase over 2021
Base Salary
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Richard N. Barton |
673,195 |
|
33,660 |
|
706,855 |
|
5.00 |
% |
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Allen W. Parker |
630,788 |
|
31,539 |
|
662,327 |
|
5.00 |
% |
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Jeremy Wacksman |
660,825 |
|
33,041 |
|
693,866 |
|
5.00 |
% |
|
Susan Daimler |
525,801 |
|
47,322 |
|
573,123 |
|
9.00 |
% |
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David A. Beitel |
624,780 |
|
31,239 |
|
656,019 |
|
5.00 |
% |
Incentive Cash Bonuses.
We have not established a formal cash incentive program for our
executive officers. Instead we have relied primarily on the
long-term incentive value of equity-based
compensation.
Equity-Based Compensation.
Since our inception, equity-based compensation has been an integral
component of our compensation program for most employees in order
to retain and recognize their efforts on behalf of the Company.
Since 2015, all equity awards granted under the Company's equity
compensation plans have been granted for Class C capital stock
rather than Class A common stock.
Our Board and our compensation committee believe that stock options
and restricted stock units have played and continue to play a
significant role in our ability to attract, motivate, and
incentivize the executive talent necessary to accomplish our
business objectives. We believe that stock options and restricted
stock units also provide our employees with a significant long-term
interest in our success by rewarding the creation of shareholder
value, as the value of stock options and restricted stock units are
both positively impacted by appreciation in the price of the
Company’s stock following their grant. We view equity-based
compensation on a per-headcount basis and as a percentage of
revenue, and balance against the operating environment, competitive
pay, shareholder value and impact of dilution. We take all of these
factors into consideration as we decide on share-based compensation
levels each year.
In March 2016, the Company established an equity choice program
pursuant to which employees, including our named executive
officers, may choose whether to receive the value of equity awards
in stock options, restricted stock units or a combination of the
two.
In August 2022, upon recommendation by the compensation committee
to further incentivize eligible employees, including our executive
officers (other than Mr. Barton and Mr. Frink), and address
retention efforts in light of heightened attrition following the
announcement of the wind down of our Zillow Offers operations, the
Board approved adjustments to the exercise prices of certain
outstanding vested and unvested stock option awards previously
issued between September 1, 2020 and March 31, 2022 (the
"Previously Granted Awards"). The repricing excluded any stock
option awards previously issued to the Company's Chief Executive
Officer, the Chairman, other Board members and certain other
distinctive categories of employees as determined by management. In
addition, the Board also approved the issuance of a supplemental
grant of shares of Class C capital stock, denominated as restricted
stock units and not subject to the Company's equity choice program,
with vesting to occur quarterly over a two-year period, to eligible
recipients of the Previously Granted Awards (excluding Mr. Barton,
Mr. Frink and other Board members). Additional information about
the option repricing and supplemental restricted stock unit awards
for certain of our named executive officers is discussed further
below and in the 2022 Compensation Tables.
For all awards granted in 2022, individuals who elected stock
options for any portion of their award pursuant to the Company's
equity choice program, were granted stock options at the customary
conversion rate of three options for every restricted stock unit
that would otherwise be granted.
For awards in which individuals elected stock options for any
portion of their annual equity awards granted in March 2021, the
compensation committee approved an amendment to the equity choice
program to provide an exception to the customary conversion rate to
allow for five options for every restricted stock unit that would
otherwise be granted.
We do not apply a formula to determine the size of individual stock
option grants and other equity awards granted to our named
executive officers. Instead, our compensation committee generally
determines the size or value of individual grants using its
collective business judgment and experience, taking into account,
among other factors, the role and responsibility of the individual
executive officer, the competitive market for the executive
officer’s position, the size and value of existing equity awards
and a subjective evaluation of individual performance and prior
contributions to us. Based upon these factors,
the compensation committee sets the size of each equity award at a
level it considers appropriate to create a meaningful incentive. No
specific weight is given to any one of the foregoing factors,
although larger awards are typically granted to executive officers
with duties and responsibilities that are more likely to have a
larger impact on the creation of long-term shareholder
value.
As discussed above, the compensation committee considered
compensation data from peer companies as a reference point and as
one factor among many in connection with the equity grants to our
executive officers in 2022. In the future, the compensation
committee may continue to consider competitive market data as a
tool to determine equity award grant amounts for our executive
officers.
Our executive officers generally receive an initial equity award in
connection with their commencement of employment or upon election
or appointment to an executive officer role. Following each annual
performance review, we typically grant additional equity awards to
eligible employees, including our named executive officers, in the
first quarter of the year. The compensation committee may grant
additional equity awards from time to time to retain executive
officers and/or reward them for promotions or performance and to
stay competitive with our peer group and other competitive market
data.
Stock options granted to our executive officers generally have a
ten-year term and vest over a four-year period in accordance with
the Company’s predetermined quarterly vesting schedule, subject to
the executive officer’s continued employment. We grant stock
options with an exercise price equal to the closing price of the
Class C capital stock on The Nasdaq Global Select Market on
the grant date. Restricted stock units also vest based on continued
employment with us, generally over four years, thereby encouraging
the retention of our executive officers. New hire equity grants
typically vest 25% after one year and thereafter in quarterly
installments while annual and promotion grants typically vest
quarterly over four years. In March 2022, following our annual
performance review process, each of our named executive officers
elected to receive either a stock option grant, a restricted stock
unit grant, or a combination of a stock option grant and restricted
stock unit grant under our equity choice program for the number of
shares of Class C capital stock set forth below (the "2022 Annual
Awards"). The 2022 Annual Awards received by each of our named
executive officers were divided into two awards, with one portion
vesting over a one-year period and the remaining portion vesting
over a four-year period, as further described in the 2022 Grants of
Plan Based Awards Table below. The number of shares subject to the
options reported below for the 2022 Annual Awards, reflects a
conversion rate of three options for every restricted stock unit
that would otherwise be granted, as described above for 2022 annual
equity grants to employees.
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Name |
Stock Option (# shares) |
Restricted Stock Units (# shares) |
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Richard N. Barton |
431,250 |
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— |
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Allen W. Parker |
— |
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112,500 |
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Jeremy Wacksman |
306,000 |
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25,500 |
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Susan Daimler |
270,000 |
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22,500 |
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David A. Beitel |
202,500 |
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45,000 |
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In August 2022, the following named executive officers received a
supplemental grant of shares of Class C capital stock, denominated
as restricted stock units, to vest quarterly over a two-year period
beginning in August 2022, and not subject to the conversion rate
under our equity choice program, as described above for the 2022
option repricing and supplemental grants of restricted stock
units.
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Name |
Restricted Stock Units (# shares) |
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Allen W. Parker |
35,951 |
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Jeremy Wacksman |
40,744 |
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Susan Daimler |
35,951 |
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David A. Beitel |
35,951 |
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The foregoing grant sizes reflected the compensation committee’s
assessment of grant amounts it felt appropriate to recognize each
executive officer's level of responsibilities and contributions
during the past year and to retain and incentivize them for the
future. Additional information about the grants to the named
executive officers is contained below in the “2022 Grants of
Plan-Based Awards Table.”
Other Benefits.
Our named executive officers receive health and welfare benefits
under the same broad-based benefit plans as our other salaried
employees. These benefits include medical, dental and vision
benefits, short-term and long-term
disability insurance, accidental death and dismemberment insurance,
basic life insurance, and eligibility to participate in our 401(k)
Plan. In 2022, we maintained our donation match program that
matches any employee donation to a qualifying non-profit
organization up to $100, dollar-for-dollar, an amount which we have
increased to $250, dollar-for-dollar per year, beginning in 2023.
We do not view perquisites or other personal benefits as a
significant component of our executive compensation
program.
We generally do not provide perquisites to our executive officers,
except in situations where we believe it is appropriate to assist
an individual in the performance of their duties, to make our
executive officers more efficient, effective and available for
Company business, for recruitment or retention purposes, or to be
consistent with benefits provided to other full-time employees.
During 2022, certain of our named executive officers received
parking and related partial tax gross-ups, the aggregate value of
which was less than $10,000 for each named executive
officer.
In addition, we maintain fractional ownership interests in
aircraft, which provide the Company with a certain number of yearly
flight hours per airplane that are intended primarily for business
travel. Beginning in 2020, when the COVID-19 pandemic resulted in a
significant decrease in business travel, the Company began
permitting certain executive officers to use the available aircraft
hours for personal travel. In connection with any personal use,
executive officers are required to agree to reimburse the Company
for all aggregate incremental costs incurred in connection with the
flights. The aggregate incremental costs are based on the cost to
us of the particular flights, including the applicable hourly rate
for the aircraft and any variable costs of the flights, such as
fuel costs, catering, ground transportation and related taxes. The
amount reimbursed excludes fixed costs that do not change based on
actual usage, such as the monthly management fee. No amounts are
reported in the Summary Compensation Table for this aircraft use by
any named executive officers since the amounts equal to the
aggregate incremental cost were fully reimbursed to us by the named
executive officers who used the aircraft.
We may also reimburse certain executive officers for all or a
portion of costs of certain business entertainment events related
to attendance costs by non-employee guests of Company employees. No
such amounts are reported for 2022 in the Summary Compensation
Table for any named executive officer.
Employment and Separation Agreements.
We may enter into employment agreements or separation agreements
with our executive officers from time to time. As a condition to
receiving any severance payments or benefits under the foregoing
agreements, an executive officer must execute, and not revoke, a
general release and waiver of claims against us in a form
satisfactory to us. The executive officer also must continue to
comply with the terms of their Proprietary Rights Agreement or
Confidential Information, Inventions, Nonsolicitation and
Noncompetition Agreement or other applicable agreement (the
"Confidentiality Agreement").
We currently have a Severance Plan that applies to employees at the
level of Vice President and above, pursuant to which certain
benefits are payable in connection with a qualifying termination of
employment, described below.
We do not provide any tax gross-ups to cover personal income taxes
that may apply to any severance or change of control
benefits.
Employment Agreement with Mr. Parker.
We entered into an employment agreement with Mr. Parker as of
November 6, 2018, in connection with his commencement of
employment with us in order to assist in the retention of his
services and to help him maintain his focus and dedication to his
responsibilities in the event of a transaction that could result in
a change of control of the Company. The employment agreement was
subsequently amended and restated as of November 13, 2018,
solely to adjust the allocation of the number of shares underlying
Mr. Parker’s initial equity awards and the formula related
thereto. The employment agreement provides that Mr. Parker's
employment with us is "at will". The employment agreement and the
employment of Mr. Parker terminate automatically upon his death or
total disability.
Pursuant to his employment agreement, Mr. Parker received an
initial base salary of $540,000, subject to periodic review. He
also received a signing bonus of $1,500,000 payable in two equal
installments, the first within 30 days of commencement of
employment and the second within 30 days of January 1,
2019.
In the event of Mr. Parker’s termination of employment by us
without cause (as defined in the employment agreement) or by
Mr. Parker for good reason (as defined in the employment
agreement), including such a termination in connection with or
within 18 months after a change of control (as defined in the
employment agreement), he is eligible to receive the following
severance benefits, subject to a general release and waiver of
claims against the Company and continued compliance with his
obligations under his Confidentiality Agreement with the
Company:
•severance
pay equal to six months of salary, generally payable in the form of
salary continuation following the date of termination;
•COBRA
continuation coverage for up to six months following termination
(or until such earlier time as Mr. Parker becomes covered by the
medical plan of another employer);
•12
months’ accelerated vesting of unvested stock options and any other
outstanding equity awards that vest based on continued service,
except that, in the event of a qualifying termination in connection
with or within 18 months after a change of control, 50% of the
unvested portions of such outstanding equity awards will accelerate
in vesting;
•an
extension of time to exercise outstanding stock options until the
earlier of (a) one year following termination and (b) the latest
date upon which such stock options would have expired by their
original terms under any circumstances; and
•earned
but unpaid salary and accrued vacation pay otherwise payable under
our standard policy.
If any payments or benefits payable under the employment agreement
will be subject to an excise tax under Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), we will pay to Mr.
Parker either (a) the full amount of such payments or benefits or
(b) the full amount reduced by the minimum amount necessary to
prevent any portion from being an excess parachute payment within
the meaning of Code Section 280G, whichever results, on an
after-tax basis, in the greater amount payable to him.
Executive Severance Plan.
On September 17, 2020, the compensation committee of the Board of
Zillow Group approved and adopted the Zillow Group, Inc. Executive
Severance Plan and Summary Plan Description, as amended on August
5, 2021, for employees of Zillow Group and its wholly-owned
subsidiaries at the level of Vice President and above, including
Zillow Group’s executive officers.
The Severance Plan provides for the payment of severance and other
benefits to eligible employees in the event of a termination of
employment by Zillow Group or a wholly-owned subsidiary (other than
for death, disability or cause) or by the employee for good reason
(each an “Involuntary Termination,” with the terms “disability,”
“cause” and “good reason” defined in the Severance Plan). In the
event of an Involuntary Termination and subject to the employee’s
execution and non-revocation of a separation and release of claims
agreement, the Severance Plan provides the following payments and
benefits to the executive officers:
• Continued payment of base salary for six
months after the date of the employee’s Involuntary Termination for
the Chief Executive Officer and executive officers having a title
that starts with “Chief” or “President” or that have the title of
“Senior Vice President”;
• Payment for six months after the date of
the employee's Involuntary Termination equal to the monthly COBRA
premium the employee would otherwise be required to pay for such
coverage for the employee and any spouse and dependents of the
employee, regardless of whether the employee elects such COBRA
continuation coverage after termination for the Chief Executive
Officer and executive officers having a title that starts with
“Chief” or “President” or that have the title of “Senior Vice
President";
• Accelerated vesting of equity awards that
vest solely based on continued service by an additional twelve
months for the Chief Executive Officer and executive officers
having a title that starts with "Chief" or "President," and six
months for executive officers having a "Senior Vice President"
title, except that such equity awards will become fully vested in
connection with an Involuntary Termination that occurs on or
following a Company Transaction (as defined in the Severance Plan);
and
• An extension of time to exercise vested
stock options until the earlier of (i) twenty-four months after the
date of an Involuntary Termination for the Chief Executive Officer,
eighteen months for executive officers having a title that starts
with “Chief” or “President,” and nine months for executive officers
having a "Senior Vice President" title; (ii) the expiration date of
the original maximum term of the option.
As a condition to receiving the foregoing severance benefits,
eligible employees are subject to a non-disparagement covenant
following separation from employment with the Company.
If an eligible employee is entitled to any severance, change of
control or similar benefits outside the Severance Plan by operation
of applicable law or under another Company-sponsored plan, policy,
contract or arrangement, benefits under the Severance Plan will be
reduced by the corresponding value of such benefits. If an eligible
employee is entitled to receive severance, change of control or
similar benefits outside the Severance Plan that are more
advantageous to the employee than under the Severance Plan, the
employee will continue to be entitled to such
benefits.
The Severance Plan does not provide for any gross-up payments to
offset excise taxes that may be imposed by Code Section 4999 on
excess parachute payments within the meaning of Code Section 280G.
If any payments or benefits payable under the Severance Plan or
otherwise would be subject to an excise tax, Zillow Group will pay
to the employee either (a) the full
amount of such payments or benefits or (b) the full amount reduced
by the minimum amount necessary to prevent any portion from being
an excess parachute payment, whichever results, on an after-tax
basis, in the greater amount payable to the
employee.
Recovery Policy; Risk Assessment of Compensation
Programs
We do not currently have a formal compensation recovery policy. The
Board or the compensation committee will adopt a formal clawback
policy in compliance with SEC requirements implementing the
Dodd-Frank Wall Street Reform and Consumer Protection Act no later
than when the final rules relating to such policies become
effective and require such a policy to be in effect. In the
meantime, the compensation committee will continue to impose
clawback provisions in individual arrangements as it determines
appropriate and has reserved the discretion under the Inducement
Plan and the 2020 Plan to require recoupment of incentive awards
granted thereunder pursuant to the terms of any compensatory
recovery policy that we implement. We are also subject to the
clawback provisions for the Chief Executive Officer and Chief
Financial Officer under the Sarbanes-Oxley Act of 2002, which
provide that those executives must reimburse the Company for any
bonus or other incentive-based or equity-based compensation
received during the 12-month period following the preparation of an
accounting restatement as a result of misconduct.
The compensation committee does not believe that our incentive
compensation programs described above contain incentives for our
named executive officers or other employees to take risks in
performing their duties that are reasonably likely to have a
material adverse effect on the Company, particularly in light of
the compensation committee’s historical emphasis on equity
vehicles, such as stock options and restricted stock units, which
it believes reward sustained long-term performance that is aligned
with our shareholders’ interests.
Stock Ownership Guidelines
All of our executive officers hold either shares and/or stock-based
equity awards, which we believe help align their interests with
those of our shareholders. As a result, at this time, our Board has
not adopted formal stock ownership guidelines for the named
executive officers, although it may consider doing so in the
future.
Hedging and Pledging Policy
We have established an insider trading compliance policy that
applies to all our directors, executive officers, employees and
consultants (the "Insider Trading Policy"). The Insider Trading
Policy prohibits short sales and strongly discourages and requires
pre-approval from the General Counsel of, among other actions, any
hedging of stock ownership positions or similar monetization
transactions, such as zero cost collars, prepaid variable forward
sale contracts, equity swaps and exchange funds. Any person seeking
such approval must provide a justification for the transaction. The
Insider Trading Policy further prohibits holding Company securities
in a margin account or pledging Company securities as collateral
for a loan. A limited exception applies if approved by the General
Counsel for an individual seeking to pledge Company securities as
collateral for a loan (not including margin debt) who can clearly
demonstrate to the Company the financial capacity to repay the loan
without resort to the pledged securities. In 2022, such an
exception was granted by the General Counsel in accordance with our
policy to Mr. Blachford in order for him to pledge Company
securities as collateral for a loan.
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COMPENSATION COMMITTEE REPORT
|
The compensation committee of our Board of Directors has reviewed
and discussed the Compensation Discussion and Analysis with
management, and based on such review and discussions, the
compensation committee recommended to our Board of Directors that
the Compensation Discussion and Analysis be included in this Proxy
Statement.
Members of the compensation committee:
Jay C. Hoag (Chair)
Amy C. Bohutinsky
April Underwood
2022 Summary Compensation Table
The following table provides information regarding the compensation
of our named executive officers for 2022, 2021 and 2020. Positions
listed below are those held by the named executive officers at
Zillow Group as of December 31, 2022.
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Name and Principal Position
|
Year
|
|
Salary
($)(1)
|
|
Bonus
($)
|
|
Stock
Awards
($)(2)
|
|
Option
Awards
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
|
Richard N. Barton |
2022 |
|
702,647 |
|
— |
|
|
— |
|
|
10,778,438 |
|
|
22,683 |
|
|
11,503,768 |
|
|
Chief Executive Officer |
2021 |
|
670,349 |
|
— |
|
|
— |
|
|
20,065,784 |
|
|
219,801 |
|
|
20,955,934 |
|
|
|
2020 |
|
636,626 |
|
— |
|
|
— |
|
|
7,798,200 |
|
|
11,400 |
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8,446,226 |
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Allen W. Parker |
2022 |
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658,384 |
|
— |
|
|
6,970,805 |
|
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2,558,826 |
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(5) |
18,845 |
|
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10,206,860 |
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|
Chief Financial Officer |
2021 |
|
627,033 |
|
— |
|
|
— |
|
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13,377,290 |
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15,119 |
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14,019,442 |
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2020 |
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593,156 |
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— |
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|
— |
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4,678,920 |
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11,547 |
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5,283,623 |
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Jeremy Wacksman |
2022 |
|
689,736 |
|
— |
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2,844,087 |
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10,712,134 |
|
(6) |
21,139 |
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14,267,096 |
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Chief Operating Officer |
2021 |
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653,316 |
|
— |
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— |
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16,052,687 |
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19,160 |
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16,725,163 |
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2020 |
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593,156 |
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— |
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— |
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6,238,560 |
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12,068 |
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6,843,784 |
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Susan Daimler |
2022 |
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567,207 |
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— |
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2,509,505 |
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9,301,374 |
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(7) |
13,010 |
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12,391,096 |
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President of Zillow |
2021 |
|
— |
|
— |
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— |
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— |
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— |
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— |
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2020 |
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— |
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— |
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— |
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— |
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— |
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— |
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David A. Beitel |
2022 |
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652,114 |
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— |
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3,624,830 |
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7,622,852 |
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(8) |
21,603 |
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11,921,399 |
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Chief Technology Officer |
2021 |
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621,776 |
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— |
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— |
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13,377,290 |
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11,600 |
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14,010,666 |
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2020 |
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593,156 |
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— |
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1,850,625 |
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2,339,460 |
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11,500 |
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4,794,741 |
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_____________
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(1) |
For 2022, amounts reflect base salary adjustments that became
effective in February 2022.
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(2) |
Amounts reflect aggregate grant date fair value of restricted stock
units, computed in accordance with FASB ASC Topic 718. The
valuations of the restricted stock units are based on the closing
market price of our Class C capital stock on the grant
date. |
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(3) |
Amounts reflect aggregate grant date fair value of the option
awards granted, computed in accordance with FASB ASC Topic 718.
Assumptions used to calculate these amounts are described in Note
2, “Share-Based Awards,” to our financial statements included in
our Annual Report on Form 10-K for the year ended December 31,
2022. |
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(4)
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Amounts include matching contributions of $12,200 made by the
Company under the Zillow Group 401(k) plan for all named executive
officers. Additional amounts include paid parking and related
partial tax gross-ups for Mr. Barton, Mr. Parker, Mr. Wacksman and
Mr. Beitel, and a tenure gift card for Mr. Barton and Mr.
Beitel.
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(5) |
Amount includes $2,558,826, which is the incremental fair value,
computed in accordance with FASB ASC Topic 718, for the adjustments
made to the exercise prices of certain vested and unvested stock
options held by Mr. Parker in connection with an option repricing
event that occurred in August 2022.
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(6) |
Amount includes $3,070,580, which is the incremental fair value,
computed in accordance with FASB ASC Topic 718, for the adjustments
made to the exercise prices of certain vested and unvested stock
options held by Mr. Wacksman in connection with an option repricing
event that occurred in August 2022.
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(7) |
Amount includes $2,558,826, which is the incremental fair value,
computed in accordance with FASB ASC Topic 718, for the adjustments
made to the exercise prices of certain vested and unvested stock
options held by Ms. Daimler in connection with an option repricing
event that occurred in August 2022.
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(8) |
Amount includes $2,558,826, which is the incremental fair value,
computed in accordance with FASB ASC Topic 718, for the adjustments
made to the exercise prices of certain vested and unvested stock
options held by Mr. Beitel in connection with an option repricing
event that occurred in August 2022.
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2022 Grants of Plan-Based Awards Table
The following table provides information regarding plan-based
awards granted to our named executive officers during
2022.
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Name
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Grant
Date
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Title of Security
|
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All Other
stock
Awards:
Number of
Shares of
Stock or Units
(#) |
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
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Exercise
or Base
Price of
Option
Awards
($/Sh)
|
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Grant
Date Fair
Value
of Stock
and
Option
Awards
($)
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Richard N. Barton |
03/07/2022 |
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Class C Capital |
|
— |
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86,250 |
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(1) |
49.57 |
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2,162,960 |
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(2) |
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03/07/2022 |
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Class C Capital |
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— |
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345,000 |
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(3) |
49.57 |
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8,615,478 |
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(2) |
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Allen W. Parker |
03/07/2022 |
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Class C Capital |
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22,500 |
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(4) |
— |
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— |
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1,115,325 |
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(2) |
|
03/07/2022 |
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Class C Capital |
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90,000 |
|
(5) |
— |
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— |
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4,461,300 |
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(2) |
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08/08/2022 |
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Class C Capital |
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35,951 |
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(6) |
— |
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— |
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1,394,180 |
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(2) |
|
08/08/2022 |
(7) |
Class C Capital |
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— |
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221,155 |
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(7) |
38.78 |
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(8) |
2,558,826 |
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(7) |
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Jeremy Wacksman |
03/07/2022 |
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Class C Capital |
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25,500 |
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(4) |
— |
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— |
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1,264,035 |
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(2) |
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03/07/2022 |
|
Class C Capital |
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— |
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306,000 |
|
(3) |
49.57 |
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7,641,554 |
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(2) |
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08/08/2022 |
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Class C Capital |
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40,744 |
|
(6) |
— |
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— |
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1,580,052 |
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(2) |
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08/08/2022 |
(7) |
Class C Capital |
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— |
|
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265,385 |
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(7) |
38.78 |
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(8) |
3,070,580 |
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(7) |
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Susan Daimler |
03/07/2022 |
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Class C Capital |
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22,500 |
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(4) |
— |
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— |
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1,115,325 |
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(2) |
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03/07/2022 |
|
Class C Capital |
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— |
|
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270,000 |
|
(3) |
49.57 |
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6,742,548 |
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(2) |
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08/08/2022 |
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Class C Capital |
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35,951 |
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(6) |
— |
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— |
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1,394,180 |
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(2) |
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08/08/2022 |
(7) |
Class C Capital |
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— |
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221,155 |
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(7) |
38.78 |
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(8) |
2,558,826 |
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(7) |
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David A. Beitel |
03/07/2022 |
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Class C Capital |
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— |
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67,500 |
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(1) |
49.57 |
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1,692,752 |
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(2) |
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03/07/2022 |
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Class C Capital |
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45,000 |
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(5) |
— |
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— |
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2,230,650 |
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(2) |
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03/07/2022 |
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Class C Capital |
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— |
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135,000 |
|
(3) |
49.57 |
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3,371,274 |
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(2) |
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08/08/2022 |
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Class C Capital |
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35,951 |
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(6) |
— |
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— |
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1,394,180 |
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(2) |
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08/08/2022 |
(7) |
Class C Capital |
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— |
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221,155.00 |
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(7) |
38.78 |
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(8) |
2,558,826 |
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(7) |
______________
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(1) |
Represents a stock option award that vests over one year, with
1/4th of the total number of shares subject to the option vesting
on May 18, 2022 and an additional 1/4th vesting each three months
thereafter until the option is fully vested. Vesting is subject to
continued service. |
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(2) |
Amounts reflect aggregate grant date fair value of the stock option
awards and restricted stock units granted during 2022, computed in
accordance with FASB ASC Topic 718. Assumptions used to calculate
these amounts are described in Note 2, "Share-Based Awards" to our
financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2022. For the restricted stock units
granted to Messrs. Parker, Wacksman and Beitel and Ms. Daimler,
this value is based on the closing market price of our Class C
capital stock on date of grant. |
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(3) |
Represents a stock option award that vests over four years, with
1/16th of the total number of shares subject to the option vesting
on May 18, 2022 and an additional 1/16th vesting each three months
thereafter until the option is fully vested. Vesting is subject to
continued service. |
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(4) |
Represents a restricted stock unit award that vests over one year,
with 1/4th of the total number of shares subject to the grant
vesting on May 18, 2022 and an additional 1/4th vesting each three
months thereafter until the grant is fully vested. Vesting is
subject to continued service. |
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(5) |
Represents a restricted stock unit award that vests over four
years, with 1/16th of the total number of shares subject to the
grant vesting on May 18, 2022 and an additional 1/16th vesting each
three months thereafter until the grant is fully vested. Vesting is
subject to continued service. |
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(6) |
Represents a restricted stock unit award that vests over two years,
with 1/8th of the total number of shares subject to the grant
vesting on August 17, 2022 and an additional 1/8th vesting each
three months thereafter until the grant is fully vested. Vesting is
subject to continued service. |
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(7) |
Represents a Class C stock option award originally granted to the
named executive officer on March 5, 2021, that subject to a
repricing event on August 8, 2022, received an incremental fair
value amount computed in accordance with FASB ASC Topic 718
pursuant to the adjustment made to the exercise price of the
award. |
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(8) |
Reflects an adjustment to the exercise price of a Class C stock
option award originally granted to the named executive officer on
March 5, 2021, pursuant to a stock option repricing event that
occurred on August 8, 2022. All of the other terms of the option
award remain unchanged. |
2022 Outstanding Equity Awards at Fiscal Year-End
Table
The following table provides certain information regarding
outstanding equity awards held by each of our named executive
officers as of December 31, 2022.
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Name
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Option Awards
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Stock Awards
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Grant Date
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Title of Security
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Number of
Securities
Underlying
Unexercised
Options
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Number of
Securities
Underlying
Unexercised
Options
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)
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Market
Value of Shares or Units of Stock
That Have
Not Vested
($)
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Exercisable
(#)
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Unexercisable
(#)
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Richard N. Barton |
03/07/2022 |
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Class C Capital |
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64,687 |
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280,313 |
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(1) |
49.57 |
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03/07/2032 |
— |
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— |
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03/07/2022 |
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Class C Capital |
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64,687 |
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21,563 |
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(2) |
49.57 |
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03/07/2032 |
— |
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— |
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03/05/2021 |
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Class C Capital |
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145,131 |
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186,599 |
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(1) |
135.16 |
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03/05/2031 |
— |
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— |
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03/06/2020 |
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Class C Capital |
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257,812 |
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117,188 |
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(1) |
49.35 |
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03/06/2030 |
— |
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— |
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03/01/2019 |
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Class C Capital |
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219,110 |
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14,608 |
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(1) |
40.36 |
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03/01/2029 |
— |
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— |
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03/07/2018 |
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Class C Capital |
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182,100 |
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— |
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53.95 |
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03/07/2028 |
— |
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— |
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03/07/2017 |
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Class C Capital |
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163,980 |
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— |
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35.16 |
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03/07/2027 |
— |
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— |
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03/28/2016 |
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Class C Capital |
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300,000 |
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— |
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22.41 |
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03/28/2026 |
— |
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— |
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01/07/2015 |
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Class C Capital |
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100,000 |
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— |
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35.48 |
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01/07/2025 |
— |
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— |
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01/07/2015 |
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Class A Common |
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50,000 |
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— |
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30.75 |
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01/07/2025 |
— |
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— |
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|
|
Allen W. Parker |
08/08/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
26,964 |
|
(3) |
868,510 |
|
(4) |
|
03/07/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
73,125 |
|
(5) |
2,355,356 |
|
(4) |
|
03/07/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
5,625 |
|
(6) |
181,181 |
|
(4) |
|
03/05/2021 |
|
Class C Capital |
|
96,755 |
|
|
124,400 |
|
(1) |
38.78 |
(7) |
03/05/2031 |
— |
|
|
— |
|
|
|
03/06/2020 |
|
Class C Capital |
|
154,687 |
|
|
70,313 |
|
(1) |
49.35 |
|
03/06/2030 |
— |
|
|
— |
|
|
|
03/01/2019 |
|
Class C Capital |
|
263,338 |
|
|
17,557 |
|
(1) |
40.36 |
|
03/01/2029 |
— |
|
|
— |
|
|
|
11/28/2018 |
|
Class C Capital |
|
374,334 |
|
|
— |
|
|
35.15 |
|
11/28/2028 |
— |
|
|
— |
|
|
|
Jeremy Wacksman |
08/08/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
30,558 |
|
(3) |
984,273 |
|
(4) |
|
|
03/07/2022 |
|
Class C Capital |
|
57,375 |
|
|
248,625 |
|
(1) |
49.57 |
|
03/07/2032 |
— |
|
|
— |
|
|
|
|
03/07/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
6,375 |
|
(6) |
205,339 |
|
(4) |
|
|
03/05/2021 |
|
Class C Capital |
|
116,105 |
|
|
149,280 |
|
(1) |
38.78 |
(7) |
03/05/2031 |
— |
|
|
— |
|
|
|
|
03/06/2020 |
|
Class C Capital |
|
206,250 |
|
|
93,750 |
|
(1) |
49.35 |
|
03/06/2030 |
— |
|
|
— |
|
|
|
|
03/01/2019 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
2,435 |
|
(5) |
78,431 |
|
(4) |
|
|
03/01/2019 |
|
Class C Capital |
|
153,783 |
|
|
10,253 |
|
(1) |
40.36 |
|
03/01/2029 |
— |
|
|
— |
|
|
|
|
03/07/2018 |
|
Class C Capital |
|
182,100 |
|
|
— |
|
|
53.95 |
|
03/07/2028 |
— |
|
|
— |
|
|
|
|
03/07/2017 |
|
Class C Capital |
|
147,609 |
|
|
— |
|
|
35.16 |
|
03/07/2027 |
— |
|
|
— |
|
|
|
|
01/07/2015 |
|
Class C Capital |
|
5,242 |
|
|
— |
|
|
35.48 |
|
01/07/2025 |
— |
|
|
— |
|
|
|
|
01/07/2015 |
|
Class A Common |
|
2,621 |
|
|
— |
|
|
30.75 |
|
01/07/2025 |
— |
|
|
— |
|
|
|
Susan Daimler |
08/08/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
0.00 |
|
— |
|
26,964 |
|
(3) |
868,510 |
|
(4) |
|
03/07/2022 |
|
Class C Capital |
|
50,625 |
|
|
219,375 |
|
(1) |
49.57 |
|
03/07/2032 |
— |
|
|
— |
|
|
|
03/07/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
5,625 |
|
(6) |
181,181 |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/05/2021 |
|
Class C Capital |
|
96,755 |
|
|
124,400 |
|
(1) |
38.78 |
(7) |
03/05/2031 |
— |
|
|
— |
|
|
|
03/06/2020 |
|
Class C Capital |
|
103,125 |
|
|
46,875 |
|
(1) |
49.35 |
|
03/06/2030 |
— |
|
|
— |
|
|
|
03/01/2019 |
|
Class C Capital |
|
73,734 |
|
|
10,535 |
|
(1) |
40.36 |
|
03/01/2029 |
— |
|
|
— |
|
|
|
12/20/2018 |
|
Class C Capital |
|
13,125 |
|
|
— |
|
|
29.09 |
|
12/20/2028 |
— |
|
|
— |
|
|
|
03/07/2018 |
|
Class C Capital |
|
42,412 |
|
|
14,138 |
|
(1) |
53.95 |
|
03/07/2028 |
— |
|
|
— |
|
|
|
03/07/2017 |
|
Class C Capital |
|
37,742 |
|
|
12,581 |
|
(1) |
35.16 |
|
03/07/2027 |
— |
|
|
— |
|
|
|
03/28/2016 |
|
Class C Capital |
|
55,555 |
|
|
7,123 |
|
(1) |
22.41 |
|
03/28/2026 |
— |
|
|
— |
|
|
|
01/07/2015 |
|
Class C Capital |
|
5,746 |
|
|
— |
|
|
35.48 |
|
01/07/2025 |
— |
|
|
— |
|
|
|
01/07/2015 |
|
Class A Common |
|
4,250 |
|
|
— |
|
|
30.75 |
|
01/07/2025 |
— |
|
|
— |
|
|
|
David A. Beitel |
08/08/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
26,964 |
|
(3) |
868,510 |
|
(4) |
|
|
03/07/2022 |
|
Class C Capital |
|
25,312 |
|
|
109,688 |
|
(1) |
49.57 |
|
03/07/2032 |
— |
|
|
— |
|
|
|
|
03/07/2022 |
|
Class C Capital |
|
50,625 |
|
|
16,875 |
|
(2) |
49.57 |
|
03/07/2032 |
— |
|
|
— |
|
|
|
|
03/07/2022 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
36,563 |
|
(5) |
1,177,694 |
|
(4) |
|
|
03/05/2021 |
|
Class C Capital |
|
96,755 |
|
|
124,400 |
|
(1) |
38.78 |
(7) |
03/05/2031 |
— |
|
|
— |
|
|
|
|
03/06/2020 |
|
Class C Capital |
|
77,343 |
|
|
35,157 |
|
(1) |
49.35 |
|
03/06/2030 |
— |
|
|
— |
|
|
|
|
03/06/2020 |
|
Class C Capital |
|
— |
|
|
— |
|
|
— |
|
— |
|
11,719 |
|
(5) |
377,469 |
|
(4) |
|
|
03/01/2019 |
|
Class C Capital |
|
263,338 |
|
|
17,557 |
|
(1) |
40.36 |
|
03/01/2029 |
— |
|
|
— |
|
|
|
|
03/07/2018 |
|
Class C Capital |
|
136,575 |
|
|
— |
|
|
53.95 |
|
03/07/2028 |
— |
|
|
— |
|
|
|
|
03/07/2017 |
|
Class C Capital |
|
81,990 |
|
|
— |
|
|
35.16 |
|
03/07/2027 |
— |
|
|
— |
|
|
|
|
01/07/2015 |
|
Class C Capital |
|
52,500 |
|
|
— |
|
|
35.48 |
|
01/07/2025 |
— |
|
|
— |
|
|
|
|
01/07/2015 |
|
Class A Common |
|
4,250 |
|
|
— |
|
|
30.75 |
|
01/07/2025 |
— |
|
|
— |
|
|
_____________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The stock option award vests over four years, with 1/16th of the
total number of shares subject to the option vesting on the initial
vesting date that corresponds to the applicable grant date below
and an additional 1/16th vesting approximately each three months
thereafter until the option is fully vested. Vesting is subject to
continued service. |
|
|
Grant Date |
Initial Vesting Date |
|
|
|
03/07/2022 |
05/18/2022 |
|
|
|
03/05/2021 |
05/19/2021 |
|
|
|
03/06/2020 |
05/13/2020 |
|
|
|
03/01/2019 |
05/15/2019 |
|
|
|
03/07/2018 |
05/16/2018 |
|
|
|
03/07/2017 |
05/17/2017 |
|
|
|
03/28/2016 |
05/18/2016 |
|
|
|
|
|
|
|
(2) |
The stock option award vests over 1 year, with 1/4th of the total
number of shares subject to the option vesting on the initial
vesting date that corresponds to the applicable grant date below
and an additional 1/4th vesting approximately each three months
thereafter until the option is fully vested. Vesting is subject to
continued service. |
|
|
Grant Date |
Initial Vesting Date |
|
|
|
03/07/2022 |
05/18/2022 |
|
|
|
|
|
|
|
(3) |
The restricted stock unit vests over 2 years, with 1/8th of the
total number of shares subject to the restricted stock unit vesting
on the initial vesting date that corresponds to the applicable
grant date below and an additional 1/8th vesting approximately each
three months thereafter until the option is fully vested. Vesting
is subject to continued service. |
|
|
Grant Date |
Initial Vesting Date |
|
|
|
08/08/2022 |
08/17/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
Based on the per share closing price of Class C capital stock
on December 30, 2022, which was $32.21. |
|
|
|
|
|
|
(5) |
The restricted stock units vest over four years, with 1/16th of the
total number of shares subject to the restricted stock units
vesting on the initial vesting date that corresponds to the
applicable grant date below, and an additional 1/16th vesting
approximately each three months thereafter until the restricted
stock units are fully vested, subject to continued
service. |
|
|
Grant Date |
Initial Vesting Date |
|
|
|
03/07/2022 |
05/18/2022 |
|
|
|
03/06/2020 |
05/13/2020 |
|
|
|
03/01/2019 |
05/15/2019 |
|
|
|
|
|
|
|
(6) |
The restricted stock unit vests over 1 year, with 1/4th of the
total number of shares subject to the restricted stock unit vesting
on the initial vesting date that corresponds to the applicable
grant date below and an additional 1/4th vesting approximately each
three months thereafter until the option is fully vested. Vesting
is subject to continued service. |
|
|
Grant Date |
Initial Vesting Date |
|
|
|
03/07/2022 |
05/18/2022 |
|
|
|
|
|
|
|
(7) |
Reflects an adjustment to the exercise price in connection with a
stock option repricing event that occurred in August
2022. |
2022 Option Exercises and Stock Vested Table
The following table provides information, on an aggregate basis,
about restricted stock units vested by the named executive officers
during the fiscal year ended December 31, 2022. None of our
named executive officers exercised any stock options during the
fiscal year ended December 31, 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
Name |
|
Number
of Shares
Acquired
on Vesting
(#) |
|
Value Realized
on Vesting
($)(1) |
|
Richard N. Barton |
|
|
|
|
|
Class C Capital |
|
— |
|
|
— |
|
|
Class A Common |
|
— |
|
|
— |
|
|
Allen W. Parker |
|
|
|
|
|
Class C Capital |
|
73,932 |
|
|
3,099,333 |
|
|
Class A Common |
|
— |
|
|
— |
|
|
Jeremy Wacksman |
|
|
|
|
|
Class C Capital |
|
39,049 |
|
|
1,586,090 |
|
|
Class A Common |
|
— |
|
|
— |
|
|
Susan Daimler |
|
|
|
|
|
Class C Capital |
|
25,862 |
|
|
1,005,818 |
|
|
Class A Common |
|
— |
|
|
— |
|
|
David A. Beitel |
|
|
|
|
|
Class C Capital |
|
27,748 |
|
|
1,164,997 |
|
|
Class A Common |
|
— |
|
|
— |
|
______________
|
|
|
|
|
|
|
(1) |
Based on the closing price of Class C capital stock on the
market trading day prior to each applicable vesting
date. |
Potential Payments upon Termination or Change of
Control
Our 2020 Plan, 2011 Plan, the Severance Plan and employment
agreements with certain named executive officers entitle them to
certain benefits upon a change of control or a qualifying
termination of employment. These arrangements are described
below.
2020 and 2011 Plans.
Our 2020 Plan and our 2011 Plan (the "Plans") provide that in the
event of a change of control that qualifies as a company
transaction (such as a merger and as further defined below),
outstanding stock options and other equity awards that vest based
on continued employment or service will only become fully vested
and immediately exercisable to the extent they are not converted,
assumed, substituted for or replaced by the surviving or successor
company (including a parent company thereof). In the event of a
change of control that is not a company transaction (such as a
change in a majority of our Board), all equity awards granted under
the Plans will become fully vested and immediately exercisable. The
Plans generally define “change of control” as the occurrence of any
of the following events:
•an
acquisition by a person or entity of beneficial ownership of more
than 50% of the combined voting power of our outstanding voting
securities (generally excluding any acquisition directly from
Zillow Group, any acquisition by Zillow Group, any acquisition by
an employee benefit plan of Zillow Group or a related company, any
acquisition by holders of our Class B common stock as of
July 19, 2011, provided such holder then beneficially owns no
less than 25% of our outstanding voting securities, or an
acquisition pursuant to certain related party
transactions);
•a
change in the composition of the Board during any two-year period
such that the individuals who, as of the beginning of such two-year
period, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board (excluding
directors whose election, or nomination for election, was approved
by a majority of the Incumbent Board); or
•the
consummation of a company transaction, which is generally defined
as a merger or consolidation, a statutory share exchange or a sale,
lease, exchange or other transfer in one transaction or a series of
related transactions of all or substantially all of our assets,
unless (a) after such transaction the beneficial owners of
outstanding voting securities immediately prior to the transaction
retain at least 50% of the combined voting power of such securities
of the company resulting from the transaction, (b) no entity
beneficially owns more than 50% of the combined voting power of the
company resulting from such transaction, and (c) the
individuals who were members of the Incumbent Board will
immediately after the consummation of such transaction constitute
at least a majority of the members of the board of directors of the
company resulting from such transaction.
Employment Agreement.
We have entered into an employment agreement with Mr. Parker that
provides for severance payments and benefits if his employment is
terminated by us without cause or if he resigns for good reason,
including such a termination in connection with or within
18 months after a change of control. The terms "change of
control," "good reason" and "cause" are generally defined in Mr.
Parker's employment agreement the same as set forth below for the
Severance Plan. As a condition to receiving any severance payments
or benefits under the employment agreement, Mr. Parker must
execute, and not revoke, a general release and waiver of claims
against us in a form satisfactory to us. Mr. Parker must also
continue to comply with the terms of his Confidentiality Agreement.
A description of the severance payments and benefits under the
employment agreement is described above in the section entitled
"Compensation Discussion and Analysis - Elements of Executive
Compensation - Employment and Separation Agreements." No other
named executive officers are parties to employment agreements with
us.
Executive Severance Plan.
The Severance Plan provides for the payment of severance and other
benefits to eligible employees, including the named executive
officers, in the event of a termination of employment by Zillow
Group or a wholly-owned subsidiary (other than for death,
disability or cause) or by the employee for good reason (each an
“Involuntary Termination,” with the terms “disability,” “cause” and
“good reason” as defined in the Severance Plan). As a condition to
receiving any severance payments or benefits under the Severance
Plan, eligible employees must execute, and not revoke, a general
release and waiver of claims against us in a form satisfactory to
us and must continue to comply with the terms of their
Confidentiality Agreement.
A description of the severance payments and benefits under the
Severance Plan is described above in the section entitled
“Compensation Discussion and Analysis - Elements of Executive
Compensation - Executive Severance Plan.”
For purposes of the Severance Plan, “change of control” has the
meaning set forth above for the Plans. “Cause” generally means one
or more of the following by the executive officers:
•willful
misconduct, insubordination or dishonesty in the performance of
duties or a knowing and material violation of our or, as
applicable, a successor employer’s policies and procedures that
results in a material adverse effect on us or a successor employer
(which includes a parent thereof);
•continued
failure to satisfactorily perform duties after receipt of written
notice from us;
•willful
actions in bad faith or intentional failures to act in good faith
that materially impair our or a successor employer’s business,
goodwill or reputation;
•conviction
of a felony or misdemeanor, conduct that we reasonably believe
violates any statute, rule or regulation governing us, or conduct
that we reasonably believe constitutes unethical practices,
dishonesty or disloyalty and that results in a material adverse
effect on us or a successor employer;
•current
use of illegal substances; or
•any
material violation of the employment agreement or our
Confidentiality Agreement (or similar agreement to which the
executive officer is a party).
The Severance Plan generally defines “good reason” as one or more
of the following conditions without the executive officer’s
express, written consent, provided that the executive officer
provides timely notice of such condition to us and we have the
opportunity to cure such condition prior to the executive officer’s
termination of employment:
•a
material reduction in authority, duties or
responsibilities;
•a
material reduction in annual salary (except for a reduction in
connection with a general reduction in annual salary for all
executive officers by an average percentage that is not less than
the percentage reduction of the executive officer’s annual
salary);
•a
material breach of any employment agreement (or offer letter) by us
or a successor employer; or
•relocation
of more than 50 miles from the executive officer’s then
current place of residence in order to continue to perform the
duties and responsibilities of the position (not including
customary travel as may be required by the nature of the
position).
Potential Payments Upon Termination or Change of Control
Table
The following table shows the estimated value of payments and
benefits upon termination of employment or a change of control that
would have accrued to the named executive officers, based on either
the Severance Plan or applicable employment agreement, whichever is
more advantageous, if (i) their employment was terminated
without cause or they terminated employment for good reason,
(ii) we completed a change of control or a company
transaction, as applicable, in which outstanding equity awards were
not assumed or substituted by the surviving or successor company
(or a parent company thereof), or (iii) their employment was
terminated without cause or by the named executive officers for
good reason in connection with or following a change of control in
which stock options were assumed or substituted. The amounts in the
table assume that the termination of employment, change of control,
or company transaction was effective as of December 31, 2022.
The amounts are estimates of the incremental amounts that would
have accrued as of December 31, 2022 in the foregoing
circumstances. The actual amounts can only be determined at the
time of an actual termination of employment, change of control, or
company transaction.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Benefit
|
|
Termination Without
Cause or
for Good Reason
($)
|
|
Full Acceleration of
Equity Awards
in a Change of
Control/No
Assumption or
Substitution in a
Company
Transaction
($)
|
|
Termination Without
Cause or for Good
Reason in Connection
with a Change of
Control or Company
Transaction
($)
|
|
Richard N. Barton |
Cash Severance |
(1) |
353,428 |
|
|
— |
|
|
353,428 |
|
|
|
Stock Option Acceleration |
(2) |
— |
|
|
— |
|
|
— |
|
|
|
COBRA Benefit |
(3) |
15,428 |
|
|
— |
|
|
15,428 |
|
|
|
Total |
|
368,856 |
|
|
— |
|
|
368,856 |
|
|
Allen W. Parker |
Cash Severance |
(1) |
331,164 |
|
|
— |
|
|
331,164 |
|
|
|
Stock Option Acceleration |
(2) |
— |
|
|
— |
|
|
— |
|
|
|
RSU Acceleration |
(2) |
1,484,913 |
|
(4) |
3,405,048 |
|
|
3,405,048 |
|
|
|
COBRA Benefit |
(3) |
15,428 |
|
|
— |
|
|
15,428 |
|
|
|
Total |
|
1,831,505 |
|
|
3,405,048 |
|
|
3,751,640 |
|
|
Jeremy Wacksman |
Cash Severance |
(1) |
346,933 |
|
|
— |
|
|
346,933 |
|
|
|
Stock Option Acceleration |
(2) |
— |
|
|
— |
|
|
— |
|
|
|
RSU Acceleration |
(2) |
78,431 |
|
(4) |
|
78,431 |
|
|
78,431 |
|
|
|
COBRA Benefit |
(3) |
10,884 |
|
|
— |
|
|
10,884 |
|
|
|
Total |
|
436,248 |
|
|
78,431 |
|
|
436,248 |
|
|
Susan Daimler |
Cash Severance |
(1) |
286,562 |
|
|
— |
|
|
286,562 |
|
|
Stock Option Acceleration |
(2) |
55,840 |
|
|
69,805 |
|
|
69,805 |
|
|
RSU Acceleration |
(2) |
760,188 |
|
(4) |
1,049,692 |
|
|
1,049,692 |
|
|
COBRA Benefit |
(3) |
9,710 |
|
|
— |
|
|
9,710 |
|
|
Total |
|
1,112,300 |
|
|
1,119,497 |
|
|
1,415,769 |
|
|
David A. Beitel |
Cash Severance |
(1) |
328,010 |
|
|
— |
|
|
328,010 |
|
|
|
Stock Option Acceleration |
(2) |
— |
|
|
— |
|
|
— |
|
|
|
RSU Acceleration |
(2) |
1,243,338 |
|
(4) |
2,423,674 |
|
|
2,423,674 |
|
|
|
COBRA Benefit |
(3) |
15,428 |
|
|
— |
|
|
15,428 |
|
|
|
Total |
|
1,586,776 |
|
|
2,423,674 |
|
|
2,767,112 |
|
_____________
|
|
|
|
|
|
|
(1) |
Amount reflects cash severance of six months’ salary based on the
executive officer’s base salary as of December 31,
2022. |
|
(2) |
Calculated by multiplying the number of shares of Class A
common stock subject to acceleration by $31.21 and the number of
shares of Class C capital stock subject to acceleration by
$32.21 (the closing prices of our Class A common stock and
Class C capital stock, respectfully, as of December 30,
2022) less, for options, the applicable per share option exercise
prices. |
|
(3) |
Amount reflects the estimated cost of COBRA or benefits
continuation coverage, as applicable, for six months. |
|
(4) |
Amount reflects the value of 12 months’ accelerated vesting of
unvested stock options or restricted stock unit awards, as
applicable. |
All “Total” amounts above assume full payment of the amounts due,
with no reduction for any amounts that may constitute excess
parachute payments under Code Section 280G.
Pay Versus Performance Table
We are required by SEC rules to disclose the following information
regarding compensation paid to our NEOs over the current and
certain past years. The amounts set forth below under the headings
"Compensation Actually Paid to PEO" and "Average Compensation
Actually Paid to Non-PEO NEOs" have been calculated in a manner
consistent with Item 402(v) of Regulation S-K. For purposes of this
section, "Principal Executive Officer" or "PEO" refers to our Chief
Executive Officer (CEO), Richard N. Barton. Non-PEO NEOs refers to
our other NEOs as described in the footnotes below.
The following table sets forth additional compensation information
of our PEO and our other NEOs along with total shareholder return
and net income (loss) for the fiscal years 2020, 2021 and 2022.
Neither the Board nor the compensation committee considers any
specific financial measures in making compensation decisions for
our NEOs, so we have not included a column regarding a "Company
Selected Measure."
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
(b)
Summary Compensation Table Total for Principal Executive Officer
(PEO) ($) (1) |
|
(c)
Compensation Actually Paid to PEO ($) (2)(3) |
|
(d)
Average Summary Compensation Table Total for Non-PEO NEOs
($)(4)(5) |
|
(e)
Average Compensation Actually Paid to Non-PEO NEOs ($)
(2)(3)(4)(5) |
|
Value of Initial Fixed $100 Investment Based On: |
|
(h)
Net Income (Loss)
($ millions) (8) |
|
|
|
|
(f)
Total Shareholder Return ($) (6) |
|
(g)
Peer Group Total Shareholder Return ($) (7) |
|
|
2022 |
11,503,768 |
|
(324,269) |
|
12,196,488 |
|
2,765,576 |
|
Class A 68.23
|
|
81.50 |
|
(101) |
|
|
|
|
|
|
|
|
|
|
Class C 70.11
|
|
|
|
|
|
2021 |
20,955,934 |
|
(9,747,493) |
|
15,422,854 |
|
(10,187,600) |
|
Class A 136.03
|
|
134.41 |
|
(528) |
|
|
|
|
|
|
|
|
|
|
Class C 138.99
|
|
|
|
|
|
2020 |
8,446,226 |
|
51,199,138 |
|
5,826,880 |
|
39,450,529 |
|
Class A 297.20
|
|
137.32 |
|
(162) |
|
|
|
|
|
|
|
|
|
|
Class C 282.54
|
|
|
|
|
______________
|
|
|
|
|
|
|
(1) |
Reflects compensation amounts reported in the Summary Compensation
Table for our CEO, Richard N. Barton, for the respective years
shown.
|
|
(2) |
"Compensation Actually Paid" to our PEO and other NEOs in each of
2022, 2021 and 2020 reflects the respective amounts set forth in
column (b) of the table above, adjusted as determined in accordance
with SEC rules. The dollar amounts reflected in column (b) of the
table above do not reflect the actual amount of compensation earned
by or paid to our CEO during the applicable year. For information
regarding the decisions made by our compensation committee in
regards to the compensation for the CEO and each other NEO for each
fiscal year, please see the Compensation Discussion & Analysis
section of the proxy statements reporting pay for the fiscal years
covered in the above table. In accordance with the requirements of
Item 402(v) of Regulation S-K, the following adjustments were made
to the PEO's and Non-PEO NEOs' total compensation for each year to
determine the compensation actually paid. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Summary Compensation Table Total ($) |
|
Less:
Stock Awards and Option Awards from Summary Compensation Table
($) |
|
Add:
Year End Fair Value of Equity Awards Granted in the Year that are
Unvested and Outstanding as of the End of the Year ($) |
|
Add:
Year over Year Change in Fair Value of Awards Granted in Prior
Years that are Unvested and Outstanding as of the End of the Year
($) |
|
Add:
Fair Value as of Vesting Date of Equity Awards Granted and Vested
in the Year ($) (4) |
|
Add:
Year over Year Change in Fair Value of Equity Awards Granted in
Prior Years that Vested in the Year ($) |
|
Compensation Actually Paid ($) |
|
PEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
11,503,768 |
|
|
10,778,438 |
|
|
4,733,279 |
|
|
(5,500,274) |
|
|
2,515,450 |
|
|
(2,798,054) |
|
|
(324,269) |
|
|
2021 |
|
20,955,934 |
|
|
20,065,784 |
|
|
5,963,795 |
|
|
(16,703,442) |
|
|
2,234,898 |
|
|
(2,132,894) |
|
|
(9,747,493) |
|
|
2020 |
|
8,446,226 |
|
|
7,798,200 |
|
|
28,531,467 |
|
|
15,539,629 |
|
|
3,201,083 |
|
|
3,278,933 |
|
|
51,199,138 |
|
|
Average Non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
12,196,488 |
|
|
11,536,103 |
|
|
4,253,259 |
|
|
(2,595,368) |
|
|
2,815,962 |
|
|
(2,368,662) |
|
|
2,765,576 |
|
|
2021 |
|
15,422,854 |
|
|
14,714,989 |
|
|
4,373,482 |
|
|
(14,647,449) |
|
|
1,638,923 |