Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

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. )


Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a‑12


ZILLOW GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11.

Letter from our Chief Executive Officer and Executive Chairman

Seattle, Washington

April 28, 2022

Dear Zillow Group Shareholder,

On behalf of the Board of Directors, we invite you to attend the 2022 Annual Meeting of Shareholders of Zillow Group, Inc., which will be held on June 14, 2022 at 2:00 p.m. (Pacific Time). The virtual-only Annual Meeting will be accessible at www.meetnow.global/MMW4YTS, 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 April 5, 2022 as the record date for determining those shareholders entitled to notice of, and to vote at, the annual meeting of shareholders 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 28, 2022. 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/MMW4YTS 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,


Richard N. Barton Co-Founder, Chief Executive Officer and Director			Lloyd D. Frink Co-Founder, Executive Chairman, President and Director

Notice of 2022 Annual Meeting of Shareholders

1301 Second Avenue, Floor 31

Seattle, WA 98101

The 2022 Annual Meeting of Shareholders of Zillow Group, Inc. (the “Annual Meeting”) will be held on June 14, 2022 at

2:00 p.m. (Pacific Time) in a virtual-only format at www.meetnow.global/MMW4YTS, for the following purposes:

1. To elect three Class II directors (Richard N. Barton, Lloyd D. Frink, and April Underwood) each nominated by our Board of Directors to serve until the 2025 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, 2022; 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 April 5, 2022 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/MMW4YTS, 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 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 sent a Notice of Internet Availability of Proxy Materials on or about April 28, 2022 and provided access to our proxy materials online on or before 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.


By order of the Board of Directors,


Bradley D. Owens
Senior Vice President, General Counsel and Corporate Secretary
Seattle, WA
April 28, 2022

Important Notice Regarding the Availability of Proxy Materials

For the Annual Meeting of Shareholders to be Held on June 14, 2022

This Zillow Group, Inc. Proxy Statement and the 2021 Annual Report of Zillow Group, Inc. are available at:

https://investors.zillowgroup.com/investors/financials/annual-reports-and-proxies/default.aspx


Table of Contents

Item			Page
Proxy Summary			1
Proposal 1: Election of Directors			2
Corporate Governance			9
Director Compensation			17
Equity Compensation Plan Information			19
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm			21
Audit Committee Report			22
Independent Registered Public Accounting Firm's Fees Report			23
Executive Officers			24
Security Ownership of Certain Beneficial Owners, Directors, and Management			26
Compensation Discussion and Analysis			30
Compensation Committee Report			37
2021 Compensation Tables			38
2021 Summary Compensation Table			38
2021 Grants of Plan-Based Awards Table			39
2021 Outstanding Equity Awards at Fiscal Year-End Table			40
2021 Option Exercises and Stock Vested Table			42
Potential Payments Upon Termination or Change of Control			42
2021 Pay Ratio			46
Certain Relationships and Related Person Transactions			47
General Information Concerning the Proxy Statement, Proxies and Voting at the Annual Meeting			49
Additional Information			52

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," 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, 2021 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.


Annual Shareholder Meeting
Date: June 14, 2022	Record Date: April 5, 2022
Time: 2:00 p.m. (Pacific Time)	Mailing Date: This Proxy Statement was first mailed to shareholders on or about April 28, 2022	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.
Virtual Meeting Website: www.meetnow.global/MMW4YTS	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.


	Board Recommends	See Page
Management Proposals
Election of three Class II directors	ü FOR	2
Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2022	ü FOR	21


Name	Current Term Expires	Principal Occupation	Age	Director Since	Audit Committee	Compensation Committee	Nominating and Governance Committee
Class I
Erik Blachford*	2024	Founder, Blachford Capital LLC	55	2005
Gordon Stephenson*	2024	Co-Founder and Managing Broker, Real Property Associates	56	2005	$
Claire Cormier Thielke*	2024	Senior Managing Director, Country Head, Hines	36	2020	$
Class II
Richard N. Barton	2022	Co-Founder and CEO, Zillow Group, Inc.	54	2004
Lloyd D. Frink	2022	Co-Founder, Executive Chairman and President, Zillow Group, Inc.	57	2004
April Underwood*	2022	Co-Founder, #ANGELS	41	2017
Class III
Amy C. Bohutinsky*	2023	Venture Partner, TCV	47	2018
Jay C. Hoag*	2023	General Partner, TCV	63	2005
Gregory B. Maffei*	2023	President and CEO, Liberty Media Corporation	61	2005	$


			Committee Chairperson
			Committee Member
*			Independent Director
$			Financial Expert


The Board of Directors Recommends a Vote “FOR” Each of the Board’s Nominees.


Board Diversity Matrix (As of April 28, 2022)
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	—


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 16, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. On March 1, 2021, 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 3,106 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, 2021, 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, 1,573 shares of Class A common stock and 41,849 shares of Class C capital stock; Ms. Bohutinsky, 31,250 shares of Class A common stock and 213,817 shares of Class C capital stock; Mr. Hoag, 3,145 shares of Class A common stock and 80,593 shares of Class C capital stock; Mr. Maffei, 3,145 shares of Class A common stock and 80,593 shares of Class C capital stock; Mr. Stephenson, 3,145 shares of Class A common stock and 80,593 shares of Class C capital stock; Ms. Thielke, 5,888 shares of Class C capital stock, and Ms. Underwood, 46,095 shares of Class C capital stock.


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	183,071	(3)	$30.36	—	(4)
Class C Capital Stock	29,898,573	(5)	$61.30	18,774,115	(6)(7)
Equity compensation plans not approved by security holders
Class A Common Stock	674	(8)	$9.05	—
Class C Capital Stock	1,737,645	(9)	$21.59	7,085,994	(10)
Total
Class A Common Stock	183,745		$0.17	—
Class C Capital Stock	31,636,218		$58.78	25,860,109
Total All Classes	31,819,963		$58.95	25,860,109


(1)			The weighted-average exercise price is calculated based on the exercise prices of outstanding stock options. It excludes outstanding restricted stock units (“RSUs”) and restricted units, which have no exercise price.
(2)			Includes the 2011 Plan and 2020 Plan.
(3)			Includes stock options and RSUs.
(4)			No future grants may be made under the 2011 Plan. Future grants under the 2020 Plan will be for Class C capital stock only.
(5)			Includes 391,782 shares of Class C capital stock issuable upon exercise of outstanding stock options and vesting of outstanding RSUs 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) 16,668,199 shares of Class C capital stock and (ii) 12,838,592 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.
(6)			Includes shares available for issuance under the 2020 Plan. Does not include 15,815,480 shares that became available for issuance under the 2020 Plan on January 1, 2022 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 674 shares of Class A common stock issuable upon exercise of outstanding options assumed under the Trulia, Inc. 2012 Equity Incentive Plan, as amended and restated (the “Trulia 2012 Plan”), and the Trulia, Inc. 2005 Stock Incentive Plan, as amended (together with the Trulia 2012 Plan, the “Trulia Plans”) in connection with our February 2015 acquisition of Trulia, Inc. No future awards will be granted under these plans.
(9)			Includes 4,530 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 1,733,115 shares of Class C capital stock issuable upon exercise of outstanding stock options and vesting of RSUs that were granted under the Inducement Plan.
(10)			Includes shares of Class C capital stock available for issuance under the Inducement Plan.


	2020($)	2021($)
Audit Fees	2,344,970	3,614,500
Audit-Related Fees	—	140,000
Tax Fees	227,976	89,977
All Other Fees	6,259	6,268



	Class A Common Stock		Class B Common Stock		% Total Voting Power
Name of Beneficial Owner	Shares	%	Shares	%
Caledonia (Private) Investments Pty Limited(1)	15,797,294	26.3	—	—	12.9
The Vanguard Group(2)	8,861,585	14.7	—	—	7.2


(1)			Based upon a Schedule 13G/A filed with the SEC on February 16, 2021 by Caledonia (Private) Investments Pty Limited. 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 10, 2022 by The Vanguard Group. The Schedule 13G/A reports that it has shared voting power over 67,719 shares of Class A common stock, sole dispositive power over 8,727,316 shares of Class A common stock and shared dispositive power over 134,269 shares of Class A common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.


(i)			The audit committee has reviewed and discussed the audited financial statements for fiscal year 2021 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, 2021, for filing with the SEC.


	Class A Common Stock		Class B Common Stock		Class C Capital Stock		% Total Voting Power (1)
Officers and Directors	Shares	%	Shares	%	Shares	%
Richard N. Barton	4,194,265(2)(3)	6.6	3,763,725	60.5	7,785,787(2)(4)	4.3	30.9
Allen W. Parker	—	*	—	—	795,607(2)(a)	*	*
Lloyd D. Frink	3,206,188(2)(5)	5.1	2,453,722	39.5	4,402,361(2)(6)	2.4	20.1
David A. Beitel	4,342(2)	*	—	—	689,272(2)(b)	*	*
Jeremy Wacksman	3,089(2)	*	—	—	762,722(2)(c)	*	*
Erik Blachford	49,019(7)	*	—	—	113,601(2)(7)	*	*
Amy C. Bohutinsky	31,250(2)	*	—	—	215,878(2)	*	*
Jay C. Hoag	516,531(8)	*	—	—	5,923,366(2)(8)	3.3	*
Gregory B. Maffei	316,485	*	—	—	705,362(2)	*	*
Gordon Stephenson	41,647(9)	*	—	—	144,654(2)(9)	*	*
Claire Cormier Thielke	—	*	—	—	7,949(2)	*	*
April Underwood	—	*	—	—	48,156(2)	*	*
All executive officers and directors as a group (17 persons)	8,402,458(2)	12.6	6,217,447	100.0	23,050,888(2)	12.4	51.8


*			Represents beneficial ownership or total voting power of less than 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 April 5, 2022 or that become exercisable within 60 days thereafter or, as indicated below for Mr. Parker, Mr. Beitel and Mr. Wacksman, also includes shares issuable under restricted stock units that become vested within 60 days of April 5, 2022.


(a)			Includes 751,440 shares of Class C capital stock subject to options exercisable on or within 60 days of April 5, 2022 and 19,048 shares of Class C capital stock issuable under restricted stock units that become vested within 60 days of April 5, 2022.
(b)			Includes 656,994 shares of Class C capital stock subject to options exercisable on or within 60 days of April 5, 2022 and 5,155 shares of Class C capital stock issuable under restricted stock units that become vested within 60 days of April 5, 2022.
(c)			Includes 739,036 shares of Class C capital stock subject to options exercisable on or within 60 days of April 5, 2022 and 8,810 shares of Class C capital stock issuable under restricted stock units that become vested within 60 days of April 5, 2022.
(d)			Includes 146,621 shares of Class A common stock subject to options exercisable on or within 60 days of April 5, 2022, for all current executive officers and directors.
(e)			Includes 6,578,918 shares of Class C capital stock subject to options exercisable on or within 60 days of April 5, 2022 and 62,743 shares of Class C capital stock issuable under restricted stock units and restricted units that become vested within 60 days of April 5, 2022, for all current executive officers and directors.


(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.
(4)			Includes 6,492,086 shares of Class C capital stock, of which 2,822,522 are held by the RNB Z GRAT of June 2021, 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 and the RNB Z GRAT of June 2021. 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 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.
(6)			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.


(7)			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.
(8)			Includes 384,337 shares of Class A common stock held directly by Mariner Investor II, L.P., 2,735,000 shares of Class C capital stock held directly by Mariner Investor II, L.P., 70,768 shares of Class A common 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., 3,780 shares of Class A common 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., 2,157,155 shares of Class C capital stock held directly by TCV Mariner Investor IX, L.P., 608,672 shares of Class C capital stock held directly by TCV Mariner Investor IX (A), L.P., 115,208 shares of Class C capital stock held directly by TCV Mariner Investor IX (B), 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, and 58,098 shares of Class C capital stock held by the Hoag Family Trust U/A 8/2/94.
			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.
			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.
			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 58,687 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 and with respect to 17,677 of the options, Mr. Hoag has transferred to TCV IX Management, L.L.C. (“TCV IX 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 and TCV IX 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.
			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.
(9)			Includes 25,502 shares of Class A common stock and 40,000 shares of Class C capital stock held by the Stephenson Family LLC.



CoStar Group, Inc.			ServiceNow, Inc.

Dropbox, Inc.			Splunk Inc.

Etsy, Inc.			SS&C Technologies Holdings, Inc.

Expedia, Inc.			Take Two interactive Software, Inc.

Fortinet, Inc.			Twitter, Inc.

IAC/InterActiveCorp			Tyler Technologies, Inc.

Invitation Homes Inc.			Verisign, Inc.

Mandiant, Inc.			Workday, Inc.

Match Group			ZiffDavis, Inc.

Redfin Corporation			Zynga Inc.


Name	December 2020 Base Salary ($)	Total 2021 Base Salary Increase ($)	Total 2021 Base Salary ($)	% Increase over 2020 Base Salary
Richard N. Barton	650,430	22,765	673,195	3.50	%
Allen W. Parker	600,750	30,038	630,788	5.00	%
Lloyd D. Frink	600,750	60,075	660,825	10.00	%
David A. Beitel	600,750	24,030	624,780	4.00	%
Jeremy Wacksman	600,750	60,075	660,825	10.00	%


Name			Stock Option (# shares)
Richard N. Barton			331,730
Allen W. Parker			221,155
Lloyd D. Frink			265,385
David A. Beitel			221,155
Jeremy Wacksman			265,385


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)(3)	All Other Compensation ($)(4)		Total ($)
Richard N. Barton	2021	670,349	—	—	20,065,784	219,801	(5)	20,955,934
Chief Executive Officer	2020	636,626	—	—	7,798,200	11,400		8,446,226
	2019	526,298	—	—	3,951,166	11,200		4,488,664
Allen W. Parker	2021	627,033	—	—	13,377,290	15,119		14,019,442
Chief Financial Officer	2020	593,156	—	—	4,678,920	11,547		5,283,623
	2019	540,000	750,000	—	4,748,727	14,724		6,053,451
Lloyd D. Frink	2021	653,316	—	—	16,052,687	230,141	(6)	16,936,143
Executive Chairman and President	2020	593,156	—	—	6,238,560	11,400		6,843,116
	2019	540,000	—	—	3,951,166	11,200		4,502,366
David A. Beitel	2021	621,776	—	—	13,377,290	11,600		14,010,666
Chief Technology Officer	2020	593,156	—	1,850,625	2,339,460	11,500		4,794,741
	2019	540,000	—	—	4,748,727	11,200		5,299,927
Jeremy Wacksman	2021	653,316	—	—	16,052,687	19,160		16,725,163
Chief Operating Officer	2020	593,156	—	—	6,238,560	12,068		6,843,784
	2019	532,500	—	1,572,143	2,773,143	18,445		4,896,231


(1)			Amounts reflect base salary adjustments that became effective in February 2021.
(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.
(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 16, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
(4)			Amounts include matching contributions of $11,600 made by the Company under the Zillow Group 401(k) plan for all named executive officers. Additional amounts include paid parking for Mr. Parker and Mr. Wacksman, and a matching charitable donation made by the Company on behalf of Mr. Barton.
(5)			In addition to the amounts identified in Footnote 4, amount includes $125,000 in filing fees paid directly to the Federal Trade Commission for certain regulatory filings made by Mr. Barton under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and an approximate tax gross-up amount of $81,100 paid to Mr. Barton in connection with such filing fees. Also includes an amount of $2,000 reimbursed to Mr. Barton for privately held venue tickets used by guests at business entertainment events.
(6)			In addition to the amounts identified in Footnote 4, amount includes $125,000 in filing fees paid directly to the Federal Trade Commission for certain regulatory filings made by Mr. Frink under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and an approximate tax gross-up amount of $81,100 paid to Mr. Frink in connection with such filing fees. Also includes an amount of $12,440 reimbursed to Mr. Frink for privately held venue tickets used by guests at business entertainment events.


Name	Grant Date	Title of Security	All Other Option Awards: Number of Securities Underlying Options (#) (1)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(2)

Richard N. Barton	03/05/2021	Class C Capital	331,730	135.16	20,065,784
Allen W. Parker	03/05/2021	Class C Capital	221,155	135.16	13,377,290
Lloyd D. Frink	03/05/2021	Class C Capital	265,385	135.16	16,052,687
David A. Beitel	03/05/2021	Class C Capital	221,155	135.16	13,377,290
Jeremy Wacksman	03/05/2021	Class C Capital	265,385	135.16	16,052,687


(1)			Represents stock option awards that vest over four years, with 1/16th of the total number of shares subject to the option vesting on May 19, 2021 and an additional 1/16th vesting approximately each three months thereafter until the option is fully vested. Vesting is subject to continued service.
(2)			Amounts reflect aggregate grant date fair value of the stock option awards granted during 2021, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 16, "Share-Based Awards" to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.


Name				Option Awards					Stock Awards
	Grant Date	Title of Security	Number of Securities Underlying Unexercised Options		Number of Securities Underlying Unexercised Options		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
			Exercisable (#)		Unexercisable (#)
Richard N. Barton	03/05/2021	Class C Capital		62,199	269,531	(1)	135.16	03/05/2031	—		—
	03/06/2020	Class C Capital		164,062	210,938	(1)	49.35	03/06/2030	—		—
	03/01/2019	Class C Capital		160,681	73,037	(1)	40.36	03/01/2029	—		—
	03/07/2018	Class C Capital		170,718	11,382	(1)	53.95	03/07/2028	—		—
	03/07/2017	Class C Capital		163,980	—		35.16	03/07/2027	—		—
	03/28/2016	Class C Capital		300,000	—		22.41	03/28/2026	—		—
	01/07/2015	Class C Capital		99,294	706	(2)	35.48	01/07/2025	—		—
	01/07/2015	Class A Common		49,647	353	(2)	30.75	01/07/2025	—		—
Allen W. Parker	03/05/2021	Class C Capital		41,466	179,689	(1)	135.16	03/05/2031	—		—
	03/06/2020	Class C Capital		98,437	126,563	(1)	49.35	03/06/2030	—		—
	03/01/2019	Class C Capital		193,115	87,780	(1)	40.36	03/01/2029	—		—
	11/28/2018	Class C Capital		280,750	93,584	(3)	35.15	11/28/2028	—		—
	11/28/2018	Class C Capital		—	—		—	—	31,195	(4)	1,991,801	(5)
Lloyd D. Frink	03/05/2021	Class C Capital		49,759	215,626	(1)	135.16

SEC Form DEF 14A filed by Zillow Group Inc.