ZILLOW GROUP, INC., DEF 14A filed on 4/16/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
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
v3.25.1
Pay vs Performance Disclosure - USD ($)
 5 Months Ended 12 Months Ended 55 Months Ended
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Aug. 06, 2024
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table  
Year
(b)
Summary Compensation Table Total for Jeremy Wacksman (PEO) ($) (1)
(b)
Summary Compensation Table Total for Richard N. Barton (PEO) ($) (1)
(c)
Compensation Actually Paid to Jeremy Wacksman (PEO) ($) (1) (2)(3)
(c)
Compensation Actually Paid to Richard N. Barton (PEO) ($) (1) (2)(3)
(d)
Average Summary Compensation Table Total for Non-PEO NEOs ($)(4)(5)		(e)
Average Compensation Actually Paid to Non-PEO NEOs ($) (2)(3)(4)(5)		Value of Initial Fixed $100 Investment Based On:
(h)
Net Loss
($ millions) (8)
(f)
Total Shareholder Return ($) (6)		(g)
Peer Group Total Shareholder Return ($) (7)
2024
15,663,4277,537,84225,793,19220,784,2846,154,52111,843,561
Class A 154.90
158.48(112)
Class C 161.19
2023
n/a
26,362,827
n/a
47,405,1819,869,90319,430,451
Class A 124.01
118.93(158)
Class C 125.95
2022
n/a
11,503,768
n/a
(324,269)12,196,4882,765,576
Class A 68.23
81.50(101)
Class C 70.11
2021
n/a
20,955,934
n/a
(9,747,493)15,422,854(10,187,600)
Class A 136.03
134.41(528)
Class C 138.99
2020
n/a
8,446,226
n/a
51,199,1385,826,88039,450,529
Class A 297.20
137.32(162)
Class C 282.54
          
Named Executive Officers, Footnote  
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 Jeremy Wacksman (PEO)," "Compensation Actually Paid to Richard N. Barton (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 both Jeremy Wacksman, our Chief Executive Officer (CEO) effective August 7, 2024, and Richard N. Barton, our CEO for the periods presented in this section until August 7, 2024. 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 loss for the fiscal years 2020, 2021, 2022, 2023, and 2024. 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."
Reflects compensation amounts reported in the Summary Compensation Table for our CEOs in the respective years shown.
The following non-PEO named executive officers are included in the average figures shown:
2024: Jeremy Hofmann, Lloyd D. Frink, Jun Choo, David A. Beitel
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 2024, 2023, 2022, 2021 and 2020, respectively. The comparison assumes $100 was invested for the period starting December 31, 2019, through December 31 of the applicable fiscal year in each of the Company’s Class A common stock and Class C capital stock and the Peer Group TSR. The historical stock price performance of our Class A common stock and Class C capital stock shown is not necessarily indicative of future stock price performance.          
Adjustment To PEO Compensation, Footnote   "Compensation Actually Paid" to our PEO and other NEOs in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO(s) during the applicable year. For information regarding the decisions made by our compensation committee in regards to the compensation for the CEO(s) and each other NEO for each fiscal year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the fiscal years covered in the above table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO's and Non-PEO NEOs' total compensation for each year to determine the compensation actually paid.
YearSummary Compensation Table Total ($)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
2024 - Jeremy Wacksman
15,663,427 14,838,303 20,219,949 2,587,476 2,149,862 10,781 25,793,192 
2024 - Richard N. Barton
7,537,842 6,711,755 7,910,040 10,567,750 1,303,568 176,839 20,784,284 
202326,362,82725,571,040 32,815,035 5,508,380 5,561,845 2,728,134 47,405,181 
202211,503,76810,778,438 4,733,279 (5,500,274)2,515,450 (2,798,054)(324,269)
202120,955,93420,065,784 5,963,795 (16,703,442)2,234,898 (2,132,894)(9,747,493)
20208,446,2267,798,200 28,531,467 15,539,629 3,201,083 3,278,933 51,199,138 
Average Non-PEO NEOs
20246,154,521 5,455,434 6,191,795 3,936,711 975,641 40,327 11,843,561 
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   $ 6,154,521 $ 9,869,903 $ 12,196,488 $ 15,422,854 $ 5,826,880  
Non-PEO NEO Average Compensation Actually Paid Amount   $ 11,843,561 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 2024, 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(s) during the applicable year. For information regarding the decisions made by our compensation committee in regards to the compensation for the CEO(s) 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
2024 - Jeremy Wacksman
15,663,427 14,838,303 20,219,949 2,587,476 2,149,862 10,781 25,793,192 
2024 - Richard N. Barton
7,537,842 6,711,755 7,910,040 10,567,750 1,303,568 176,839 20,784,284 
202326,362,82725,571,040 32,815,035 5,508,380 5,561,845 2,728,134 47,405,181 
202211,503,76810,778,438 4,733,279 (5,500,274)2,515,450 (2,798,054)(324,269)
202120,955,93420,065,784 5,963,795 (16,703,442)2,234,898 (2,132,894)(9,747,493)
20208,446,2267,798,200 28,531,467 15,539,629 3,201,083 3,278,933 51,199,138 
Average Non-PEO NEOs
20246,154,521 5,455,434 6,191,795 3,936,711 975,641 40,327 11,843,561 
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, 2023 and 2024 to (a) TSR of both Zillow Group, Inc. and the RDG Internet Composite Index and (b) Zillow Group, Inc.'s net loss.
CAP vs. return.jpg
CAP vs. net income.jpg
          
Compensation Actually Paid vs. Net Income            
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, 2023 and 2024 to (a) TSR of both Zillow Group, Inc. and the RDG Internet Composite Index and (b) Zillow Group, Inc.'s net loss.
CAP vs. return.jpg
CAP vs. net income.jpg
          
Total Shareholder Return Amount   $ 154.90 124.01 68.23 136.03 297.20  
Peer Group Total Shareholder Return Amount   158.48 118.93 81.50 134.41 137.32  
Net Income (Loss)   $ (112,000,000) (158,000,000) (101,000,000) (528,000,000) (162,000,000)  
PEO Name Jeremy Wacksman           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, as applicable.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 2024, 2023, 2022, 2021 and 2020, respectively, as reported in the Company's Annual Report on Form 10-K for each respective period.Reflects "Net 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, 2024, 2023, 2022, 2021 and 2020.          
Total Shareholder Return Amount, Two   $ 161.19 125.95 70.11 138.99 282.54  
Jeremy Wacksman [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount   15,663,427          
PEO Actually Paid Compensation Amount   25,793,192          
Richard N. Barton [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount   7,537,842 26,362,827 11,503,768 20,955,934 8,446,226  
PEO Actually Paid Compensation Amount   20,784,284 47,405,181 (324,269) (9,747,493) 51,199,138  
PEO | Jeremy Wacksman [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   (14,838,303)          
PEO | Jeremy Wacksman [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   20,219,949          
PEO | Jeremy Wacksman [Member] | 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   2,587,476          
PEO | Jeremy Wacksman [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   2,149,862          
PEO | Jeremy Wacksman [Member] | 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   10,781          
PEO | Richard N. Barton [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   (6,711,755) (25,571,040) (10,778,438) (20,065,784) (7,798,200)  
PEO | Richard N. Barton [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   7,910,040 32,815,035 4,733,279 5,963,795 28,531,467  
PEO | Richard N. Barton [Member] | 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   10,567,750 5,508,380 (5,500,274) (16,703,442) 15,539,629  
PEO | Richard N. Barton [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   1,303,568 5,561,845 2,515,450 2,234,898 3,201,083  
PEO | Richard N. Barton [Member] | 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   176,839 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   (5,455,434) (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   6,191,795 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   3,936,711 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   975,641 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   $ 40,327 $ 1,939,423 $ (2,368,662) $ (2,260,421) $ 2,769,143  
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Aug. 08, 2024
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
Timing of grants. As part of the Company’s annual review process, the Compensation Committee approves (1) annual equity award grants to Section 16 officers, initially denominated in restricted stock units and subject to the Company’s equity choice program, at a meeting that occurs during the quarter following each fiscal year end, and (2) a share pool for annual equity award grants to non-executive officer employees in an aggregate amount determined by management. In 2024, annual equity awards were granted on March 7, following approval by the Compensation Committee in January 2024. In addition to annual grants, Section 16 officers and non-executive officer employees may receive equity awards at other times during the year in connection with their hire, receipt of a promotion, and in other special circumstances. During fiscal year 2024, equity awards to non-executive officer employees in connection with new hire, promotional, and off-cycle awards generally were granted on or about the 20th day of each calendar month. In addition, Mr. Wacksman received an equity award in connection with his promotion to Chief Executive Officer of the Company in August 2024; and in September 2024, prior to his promotion to Chief Operating Officer of the Company, Mr. Choo received an additional equity award in connection with an expansion of the scope of his role and responsibilities.

Our non-employee directors are eligible to automatically receive an equity award grant on March 1 of each year under the NED Equity Program as described under "Director Compensation."

The Compensation Committee's general practice is to not grant equity awards in anticipation of the release of material nonpublic information, and the Company's general practice is to not time the disclosure of material nonpublic information for the purpose of affecting the value of equity awards.

Option exercise price. The exercise price of a newly granted stock option (i.e., not an option assumed or substituted in connection with an acquisition) is the closing price of Zillow Group’s Class C capital stock on the Nasdaq stock market on the date of grant.
During fiscal year 2024, we did not award any options to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such report, except as set forth in the table below:

NameGrant dateNumber of securities underlying the awardExercise price of the awardGrant date fair value of the awardPercentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Jeremy Wacksman8/8/2024185,976$49.40$5,151,72116.5%
  
Award Timing Method As part of the Company’s annual review process, the Compensation Committee approves (1) annual equity award grants to Section 16 officers, initially denominated in restricted stock units and subject to the Company’s equity choice program, at a meeting that occurs during the quarter following each fiscal year end, and (2) a share pool for annual equity award grants to non-executive officer employees in an aggregate amount determined by management. In 2024, annual equity awards were granted on March 7, following approval by the Compensation Committee in January 2024. In addition to annual grants, Section 16 officers and non-executive officer employees may receive equity awards at other times during the year in connection with their hire, receipt of a promotion, and in other special circumstances. During fiscal year 2024, equity awards to non-executive officer employees in connection with new hire, promotional, and off-cycle awards generally were granted on or about the 20th day of each calendar month.  
Award Timing Predetermined true  
Award Timing MNPI Considered true  
Award Timing, How MNPI Considered
The Compensation Committee's general practice is to not grant equity awards in anticipation of the release of material nonpublic information, and the Company's general practice is to not time the disclosure of material nonpublic information for the purpose of affecting the value of equity awards.
  
MNPI Disclosure Timed for Compensation Value false  
Awards Close in Time to MNPI Disclosures, Table
NameGrant dateNumber of securities underlying the awardExercise price of the awardGrant date fair value of the awardPercentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Jeremy Wacksman8/8/2024185,976$49.40$5,151,72116.5%
  
Jeremy Wacksman [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Jeremy Wacksman
Underlying Securities | shares   185,976
Exercise Price | $ / shares   $ 49.40
Fair Value as of Grant Date | $   $ 5,151,721
Underlying Security Market Price Change   0.165
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true