ZILLOW GROUP, INC., DEF 14A filed on 4/16/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ZILLOW GROUP, INC.
Entity Central Index Key 0001617640
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Year(b)
Summary Compensation Table Total for Principal Executive Officer (PEO) ($) (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)
202326,362,82747,405,1819,869,90319,430,451
Class A 124.01
118.93(158)
Class C 125.95
202211,503,768(324,269)12,196,4882,765,576
Class A 68.23
81.50(101)
Class C 70.11
202120,955,934(9,747,493)15,422,854(10,187,600)
Class A 136.03
134.41(528)
Class C 138.99
20208,446,22651,199,1385,826,88039,450,529
Class A 297.20
137.32(162)
Class C 282.54
      
Named Executive Officers, Footnote
Reflects compensation amounts reported in the Summary Compensation Table for our CEO, Richard N. Barton, for the respective years shown.
The following non-PEO named executive officers are included in the average figures shown:
2023: Jeremy Hofmann, Allen W. Parker, Lloyd D. Frink, Susan Daimler, David A. Beitel
2022: Allen W. Parker, Jeremy Wacksman, Susan Daimler, David A. Beitel
2021: Allen W. Parker, Lloyd D. Frink, Jeremy Wacksman, David A. Beitel
2020: Allen W. Parker, Lloyd D. Frink, Jeremy Wacksman, David A. Beitel, Dawn Lyon
      
Peer Group Issuers, Footnote
For the relevant fiscal year, represents the cumulative TSR of the RDG Internet Composite Index ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. The comparison assumes $100 was invested for the period starting December 31, 2019, through December 31 of the applicable fiscal year in each of the Company’s Class A common stock and Class C capital stock and the Peer Group TSR. The historical stock price performance of our Class A common stock and Class C capital stock shown is not necessarily indicative of future stock price performance.
      
PEO Total Compensation Amount $ 26,362,827 $ 11,503,768 $ 20,955,934 $ 8,446,226
PEO Actually Paid Compensation Amount $ 47,405,181 (324,269) (9,747,493) 51,199,138
Adjustment To PEO Compensation, Footnote "Compensation Actually Paid" to our PEO and other NEOs in each of 2023, 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.
YearSummary 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
202326,362,827 25,571,040 32,815,035 5,508,380 5,561,845 2,728,134 47,405,181 
202211,503,768 10,778,438 4,733,279 (5,500,274)2,515,450 (2,798,054)(324,269)
202120,955,934 20,065,784 5,963,795 (16,703,442)2,234,898 (2,132,894)(9,747,493)
20208,446,226 7,798,200 28,531,467 15,539,629 3,201,083 3,278,933 51,199,138 
Average Non-PEO NEOs
20239,869,903 9,187,330 11,012,126 3,699,355 2,096,974 1,939,423 19,430,451 
202212,196,488 11,536,103 4,253,259 (2,595,368)2,815,962 (2,368,662)2,765,576 
202115,422,854 14,714,989 4,373,482 (14,647,449)1,638,923 (2,260,421)(10,187,600)
20205,826,880 5,162,423 17,339,223 16,715,713 1,961,993 2,769,143 39,450,529 
      
Non-PEO NEO Average Total Compensation Amount $ 9,869,903 12,196,488 15,422,854 5,826,880
Non-PEO NEO Average Compensation Actually Paid Amount $ 19,430,451 2,765,576 (10,187,600) 39,450,529
Adjustment to Non-PEO NEO Compensation Footnote "Compensation Actually Paid" to our PEO and other NEOs in each of 2023, 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.
YearSummary 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
202326,362,827 25,571,040 32,815,035 5,508,380 5,561,845 2,728,134 47,405,181 
202211,503,768 10,778,438 4,733,279 (5,500,274)2,515,450 (2,798,054)(324,269)
202120,955,934 20,065,784 5,963,795 (16,703,442)2,234,898 (2,132,894)(9,747,493)
20208,446,226 7,798,200 28,531,467 15,539,629 3,201,083 3,278,933 51,199,138 
Average Non-PEO NEOs
20239,869,903 9,187,330 11,012,126 3,699,355 2,096,974 1,939,423 19,430,451 
202212,196,488 11,536,103 4,253,259 (2,595,368)2,815,962 (2,368,662)2,765,576 
202115,422,854 14,714,989 4,373,482 (14,647,449)1,638,923 (2,260,421)(10,187,600)
20205,826,880 5,162,423 17,339,223 16,715,713 1,961,993 2,769,143 39,450,529 
      
Compensation Actually Paid vs. Total Shareholder Return Below are graphs showing the relationship of
"compensation actually paid" to our PEO and other NEOs in 2020, 2021, 2022 and 2023 to (a) TSR of both Zillow Group, Inc. and the RDG Internet Composite Index and (b) Zillow Group, Inc.'s net income (loss).


proxyshareholderreturn.jpg
      
Compensation Actually Paid vs. Net Income Below are graphs showing the relationship of
"compensation actually paid" to our PEO and other NEOs in 2020, 2021, 2022 and 2023 to (a) TSR of both Zillow Group, Inc. and the RDG Internet Composite Index and (b) Zillow Group, Inc.'s net income (loss).
proxycompactuallypaid.jpg
      
Total Shareholder Return Vs Peer Group Below are graphs showing the relationship of
"compensation actually paid" to our PEO and other NEOs in 2020, 2021, 2022 and 2023 to (a) TSR of both Zillow Group, Inc. and the RDG Internet Composite Index and (b) Zillow Group, Inc.'s net income (loss).


proxyshareholderreturn.jpg
      
Total Shareholder Return Amount $ 124.01 68.23 136.03 297.20
Peer Group Total Shareholder Return Amount 118.93 81.50 134.41 137.32
Net Income (Loss) $ (158,000,000) (101,000,000) (528,000,000) (162,000,000)
PEO Name Richard N. Barton      
Additional 402(v) Disclosure
Stock option grant date fair values are calculated based on the Black-Scholes-Merton option pricing model as of the date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., the expected term and volatility) as of the measurement date. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of the grant date. Adjustments have been made using the stock price as of year end and as of each date of vest.
The 2022 amounts in the table include the impact of a true-up of the value of already vested and outstanding stock options due to a reprice of the options effectuated by the Company on August 8, 2022. For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Zillow Group, Inc.'s Class A common stock and Class C capital stock for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, as reported in the Company's Annual Report on Form 10-K for each respective period.Reflects "Net Income (Loss)" in the Company's Consolidated Statements of Operations included in the Company's Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. 		     
Total Shareholder Return Amount, Two $ 125.95 70.11 138.99 282.54
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (25,571,040) (10,778,438) (20,065,784) (7,798,200)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 32,815,035 4,733,279 5,963,795 28,531,467
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,508,380 (5,500,274) (16,703,442) 15,539,629
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,561,845 2,515,450 2,234,898 3,201,083
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,728,134 (2,798,054) (2,132,894) 3,278,933
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (9,187,330) (11,536,103) (14,714,989) (5,162,423)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,012,126 4,253,259 4,373,482 17,339,223
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,699,355 (2,595,368) (14,647,449) 16,715,713
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,096,974 2,815,962 1,638,923 1,961,993
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 1,939,423 $ (2,368,662) $ (2,260,421) $ 2,769,143