DEF 14A 1 a2020proxystatementv2.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. )


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Soliciting Material under §240.14a‑12

ZILLOW GROUP, INC.
(Name of Registrant as Specified In Its Charter)
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Letter from our Chief Executive Officer and Executive Chairman

Seattle, Washington
April 22, 2020
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Dear Zillow Group Shareholder,

On behalf of the Board of Directors, we invite you to attend the 2020 Annual Meeting of Shareholders of Zillow Group, Inc., which will be held on June 9, 2020 at 2:00 p.m. (Pacific Time). We are actively monitoring the public health and travel safety concerns relating to the novel coronavirus ("COVID-19") and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. In the event it is not possible or advisable to hold our Annual Meeting at a physical location, we will host a virtual-only Annual Meeting. If we hold a physical meeting, it will take place at the offices of Perkins Coie LLP, 1201 Third Avenue, 49th Floor, Seattle, Washington. If we hold a virtual-only Annual Meeting, it will be accessible at www.meetingcenter.io/269690015, where you will be able to listen to the meeting live, submit questions and vote online.
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 22, 2020. As further described in this Proxy Statement, our Board of Directors recommends that you vote FOR proposals 1, 2 and 3, and that you vote AGAINST proposal 4.

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. If we hold our Annual Meeting at a physical location and you attend the Annual Meeting, you may vote in person, even if you previously submitted your vote. If your shares are held through a broker, trust, bank, or other holder of record and you wish to vote in person at the Annual Meeting, you must obtain and present a legal proxy issued in your name from your broker, bank, or other holder of record. If the Annual Meeting is virtual-only, shareholders of record may vote online during the Annual Meeting by visiting www.meetingcenter.io/269690015 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




 
Notice of 2020 Annual Meeting of Shareholders

1301 Second Avenue, Floor 31
Seattle, WA 98101
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The 2020 Annual Meeting of Shareholders of Zillow Group, Inc. (the “Annual Meeting”) will be held on June 9, 2020 at 2:00 p.m. (Pacific Time) at either the offices of Perkins Coie LLP, 1201 Third Avenue, 49th Floor, in Seattle, Washington, or in a virtual-only format at www.meetingcenter.io/269690015, 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 2023 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, 2020; 
3. To approve the Zillow Group, Inc. 2020 Incentive Plan;
4.  To consider one shareholder proposal described in the accompanying proxy statement, if properly presented at the Annual Meeting; and
5. 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 3, 2020 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.
We are actively monitoring the public health and travel safety concerns relating to COVID-19 and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. We anticipate making a final decision on our meeting location by May 25, 2020 and will announce our decision by press release and posting on our Annual Meeting website at https://investors.zillowgroup.com/investors/financials/annual-reports-and-proxies/default.aspx, as well as through an SEC filing. If you are planning to attend our meeting, please check our website in the days before the Annual Meeting.
If we hold our Annual Meeting at a physical location, it will be held at the offices of Perkins Coie LLP, 1201 Third Avenue, 49th Floor, in Seattle, Washington. If your shares are registered in your name, you must bring a valid form of identification to the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee that holds your shares, you must also bring a legal proxy issued in your name from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares.
In the event it is not possible or advisable to hold our Annual Meeting at a physical location, we will host a virtual-only Annual Meeting. If we host a virtual-only Annual Meeting, you may use the virtual meeting website to participate in and submit questions in writing before and during the Annual Meeting, and vote at the Annual Meeting. To be admitted to the Annual Meeting at www.meetingcenter.io/269690015, 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. The password for the meeting is ZG2020. You may participate in and vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.
In accordance with Securities and Exchange Commission rules, we sent a Notice of Internet Availability of Proxy Materials on or about April 22, 2020 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,
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Bradley D. Owens
Senior Vice President, General Counsel and Corporate Secretary
Seattle, WA
April 22, 2020
Important Notice Regarding the Availability of Proxy Materials
For the Annual Meeting of Shareholders to be Held on June 9, 2020

This Zillow Group, Inc. Proxy Statement and the 2019 Annual Report of Zillow Group, Inc. are available at:
https://investors.zillowgroup.com/investors/financials/annual-reports-and-proxies/default.aspx






Table of Contents
ItemPage





 

PROXY SUMMARY

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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.

Annual Shareholder Meeting

Date: June 9, 2020
Record Date: April 3, 2020
Time: 2:00 p.m. Pacific Time


Mailing Date: This Proxy Statement was first mailed to shareholders on or about April 22, 2020.
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.

Place:
Either the offices of Perkins Coie LLP
1201 Third Avenue, 49th Floor
Seattle, Washington or in a virtual-only format at www.meetingcenter.io/269690015;

We anticipate making a final decision on our meeting location by May 25, 2020 and will announce our decision by press release and posting on our Annual Meeting website, as well as through an SEC filing.
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.


 Voting Matters and Vote Recommendations
Board
Recommends
See
Page
Management Proposals
Election of Three Class III Directors
ü FOR
Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2020
ü FOR
Approval of Zillow Group, Inc. 2020 Incentive Plan
ü FOR
Shareholder Proposal
Shareholder Proposal for Majority Voting of Board of DirectorsX AGAINST



 

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PROPOSAL 1: Election of Directors
 
Board Composition
 
As of April 14, 2020, the Zillow Group Board of Directors (the “Board”) was composed of eight members, divided into three classes and with standing Board committee composition as follows:
 
   Name

Current
Term
  Expires
  
Principal Occupation
 
Age
 
Director
Since
 
Audit
Committee
 
Compensation
    Committee    
 
Nominating
and
Governance
  Committee  
 
  Class I
       
Erik Blachford*2021Partner, Pine5 Ventures532005
committeememberjpeg1.jpg $
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Gordon Stephenson*2021
Co-Founder and Managing Broker, Real Property Associates
542005
image41.jpg $
 
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  Class II
       
Richard N. Barton2022Co-Founder and CEO, Zillow Group, Inc.522004   
Lloyd D. Frink2022
Co-Founder, Executive Chairman and President, Zillow Group, Inc.
552004
April Underwood*2022Venture Partner, Obvious Ventures392017 
image61.jpg
 
  Class III
       
Jay C. Hoag*2020General Partner, TCV612005 
 image71.jpg
 
Amy C. Bohutinsky2020
Former Chief Operating Officer, Zillow Group, Inc.
452018
Gregory B. Maffei*2020
President and CEO, Liberty Media Corporation
592005
 image81.jpg $
 
 ________
 image91.jpg
Committee Chairperson
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Committee Member
*Independent Director
$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 2023, 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.
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The following section presents biographical information for current members of the Zillow Group 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.
Our Director Nominees
 
 
  The Board of Directors Recommends a Vote “FOR”     
  Each of the Board’s Nominees.     
 
Amy C. Bohutinsky
✓ Former Chief Operating Officer, Zillow Group, Inc.
Amy C. Bohutinsky (age 45) has been a member of our Board since October 2018. 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. From 2001 to 2005, Ms. Bohutinsky held many leadership positions at Hotwire, Inc., an online travel company, including Director of Corporate Communications. Ms. Bohutinsky previously worked for Blanc & Otus, a technology public relations firm, from 2000 to 2001 and was formerly a broadcast journalist with various local network affiliates. Ms. Bohutinsky has served on the board of directors of The Gap, Inc., a publicly-traded global retailer, since 2018, and has consulted as a venture partner at TCV, a private equity and venture capital firm, since 2019. Ms. Bohutinsky holds a B.A. in Journalism and Mass Communications from Washington & Lee University.
Ms. Bohutinsky is qualified to serve on our Board of Directors because of the important perspective and experience she brings as Zillow Group’s former Chief Operating Officer and Chief Marketing Officer. She has extensive knowledge of the real estate industry and Zillow Group’s business as one of its earliest employees. As a director and senior leader of other large consumer-facing companies, Ms. Bohutinsky brings valuable strategic and operational expertise to Zillow Group’s Board.

 
Jay C. Hoag
✓ General Partner, TCV
✓ Zillow Group Board Committee Service: Compensation (Chair)
✓ Independent Director
Jay C. Hoag (age 61) 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. Mr. Hoag has served on the boards of directors and compensation committees of Peloton Interactive, Inc., an interactive fitness platform, since August 2018; TripAdvisor, Inc., an online travel company, since February 2018; Electronic Arts Inc., an interactive entertainment software company, since September 2011; and Netflix, Inc., an online media subscription service provider, since 1999. Mr. Hoag served on the board of directors of TechTarget, Inc., a marketing services provider, from 2004 to 2016. Mr. Hoag also serves on the boards of directors of several private companies and universities. Mr. Hoag holds a B.A. from Northwestern University and an M.B.A. from the University of Michigan.
As a venture capital investor, Mr. Hoag brings strategic insights and extensive financial experience to our Board. He has evaluated, invested in and served as a board and committee member of numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience helping companies shape and implement strategy provide our Board with unique perspectives on matters such as risk management, corporate governance, executive compensation, talent selection and leadership development.
Gregory B. Maffei
✓ President and Chief Executive Officer, Liberty Media Corporation
✓ Zillow Group Board Committee Service: Audit (Chair)
✓ Independent Director
Gregory B. Maffei (age 59) 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
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GCI Liberty, Inc., owner and operator of a broad range of communications businesses, since March 2018. He has served as a director, the President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. since July 2013 and as its Chairman of the Board since June 2015. He has also served as a director of Qurate Retail, Inc. (and its predecessor), a holding company of businesses in the digital commerce, media, communications and entertainment industries since November 2005, Chairman of the Board since March 2018, and previously served as its President and Chief Executive Officer from February 2006 to March 2018 and Chief Executive Officer-Elect from November 2005 through February 2006. Prior to that time, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, a business software and hardware systems company, President and Chief Executive Officer of 360networks Corporation, a wholesale provider of Internet connectivity services, and Chief Financial Officer of Microsoft Corporation. Mr. Maffei has served as the Chairman of the Board of TripAdvisor, Inc., an online travel company, since February 2013; Chairman of the Board of Live Nation Entertainment, Inc., a live entertainment and ecommerce company, since March 2013 and as a director since February 2011; Chairman of the Board of Sirius XM Holdings, Inc., a satellite radio company, since April 2013 and as a director since 2009; and director of Charter Communications, Inc., a live entertainment and e-commerce company, since May 2013. 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; Chairman of the Board of Directors of Starz, an integrated global media and entertainment company, from January 2013 until December 2016; as a director of DIRECTV (and its predecessor), a provider of digital television entertainment services, from June 2008 to June 2010; as a director of Barnes & Noble, Inc., a retailer of books and digital media, from September 2011 to April 2014; and as a director of Electronic Arts, Inc., a video game company, from June 2003 to July 2013. Mr. Maffei holds an A.B. from Dartmouth College and an M.B.A. from Harvard Business School, where he was a Baker Scholar.
Mr. Maffei is qualified to serve on our Board because he brings significant financial and operations experience due to his current and former leadership roles at public media, communications, and technology companies. He brings valuable perspective to strategic and operational matters based on extensive knowledge of governance practices and trends, particularly with respect to compliance and risk management. Mr. Maffei also possesses significant expertise related to financial reporting, technical accounting, and capital markets as a result of his leadership roles with large public companies.
Directors Continuing in Office Until the 2021 Annual Meeting of Shareholders
 
Erik Blachford
✓ Partner, Pine5 Ventures
✓ Zillow Group Board Committee Service: Audit (Member), Compensation (Member), Nominating and Governance (Member)
✓ Independent Director
Erik Blachford (age 53) 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. Mr. Blachford has served as a partner at Pine5 Ventures, a private venture capital firm, since November 2019, and has consulted as a venture partner at TCV since March 2011. He has served on the board of directors of Peloton Interactive, Inc., an interactive fitness platform, since April 2015. He served as the Executive Chairman at Couchsurfing International, Inc., a hospitality exchange and social networking company, from August 2014 until August 2015, and Executive Chairman of TerraPass, Inc., a carbon offset company, from September 2009 to June 2014. Mr. Blachford served as Chairman and Chief Executive Officer of Butterfield & Robinson Travel, a luxury tour operator, from September 2009 until January 2011 and as Chief Executive Officer of TerraPass, Inc. from January 2005 to April 2007. From January 2005 to April 2007, Mr. Blachford was an active independent investor in a variety of early stage private companies. From March 2003 to December 2004, Mr. Blachford served as Chief Executive Officer of Expedia, Inc., an online travel company and Chief Executive Officer of IAC Travel, the travel division of IAC/InterActiveCorp, a holding company of Internet businesses. From January 2003 to December 2004, Mr. Blachford served as President of Expedia North America and Expedia Senior Vice President of Marketing & Programming. Mr. Blachford previously served on the boards of directors of Expedia, Inc. from April 2003 to September 2003, and Points International Ltd., a reward-program management portal, from June 2003 to December 2004. Mr. Blachford currently serves as a member of the boards of directors of several privately held companies. Mr. Blachford also serves on the U.S. National Council of the World Wildlife Fund. Mr. Blachford holds a B.A. in English and a certificate in theater from Princeton University, an M.B.A. from Columbia University’s Graduate School of Business, and an M.F.A. from San Francisco State University.
Mr. Blachford is qualified to serve on our Board because he brings valuable strategic and financial expertise as a venture capitalist and entrepreneur. He also possesses significant operational and corporate governance experience as a former chief executive officer and director of a public company in the mobile and Internet industries. In addition, Mr. Blachford brings extensive experience with respect to development and management of innovative technology companies, in particular, consumer-facing mobile and Web-based media companies.
4

Gordon Stephenson
✓ Co-Founder and Managing Broker, Real Property Associates
✓ Zillow Group Board Committee Service: Audit (Member) and Nominating and Governance (Chair)
✓ Independent Director
Gordon Stephenson (age 54) 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 has served on the board of directors of Pure Watercraft, an early-stage electric boat company, since June 2017 and 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. Mr. Stephenson holds an A.B. in Economics from Stanford University.
Mr. Stephenson is qualified to serve on our Board because he brings extensive experience in the residential real estate industry as a founder and manager of a real estate brokerage firm. As a result of his experience in these roles, he possesses valuable perspective regarding the operation of a residential real estate business and financial and management skills. Mr. Stephenson also has in-depth knowledge of the Company’s products and operations based on his tenure on the Board and his work in residential real estate.
 Directors Continuing in Office Until the 2022 Annual Meeting of Shareholders
Richard N. Barton
✓ Co-Founder and Chief Executive Officer, Zillow Group, Inc.
Richard N. Barton (age 52) 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 site where people also rate and review companies and contribute detailed salary data, from June 2007 through the company’s acquisition in June 2018. Mr. Barton has served on the board of directors of Netflix, Inc. since 2002; and Qurate Retail, Inc. (formerly Liberty Interactive Corporation) since 2016. Mr. Barton holds a B.S. in General Engineering: Industrial Economics from Stanford University.
Mr. Barton is qualified to serve on our Board because of the important perspective and experience he brings as our co-founder and Chief Executive Officer and the broad range of relevant leadership and technical skills he possesses as a founder and former chief executive officer of consumer-facing companies in the mobile and Internet industries. Mr. Barton also has unique experience launching and promoting continued innovation at transformative technology companies and marketing mobile and Web-based products to consumers. He has extensive knowledge of our business as our co-founder and one of our largest shareholders. As a director of other public companies, Mr. Barton also brings managerial, operational, and corporate governance experience to our Board.
Lloyd D. Frink
✓ Co-Founder, Executive Chairman and President, Zillow Group, Inc.
Lloyd D. Frink (age 55) 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., 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. Mr. Frink serves on the board of directors of GrubHub, Inc., an online and mobile food-ordering company. Mr. Frink holds an A.B. in Economics from Stanford University.
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Mr. Frink is qualified to serve on our Board because of his valuable strategic, product, and technical leadership as a founder and senior policymaker of companies in the mobile and Internet industries. He has extensive experience developing and implementing business and product strategy based on in-depth knowledge of relevant industry sectors, including consumer-facing mobile and Web-based companies. He has valuable knowledge of our business as our co-founder and one of our largest shareholders. As a director and senior leader of large public companies, Mr. Frink also brings corporate governance and operational expertise to our Board.
April Underwood
✓ Venture Partner, Obvious Ventures
✓ Zillow Group Board Committee Service: Compensation (Member)
✓ Independent Director

April Underwood (age 39) has served as a member of the Board since February 2017. Ms. Underwood has served as a venture partner at Obvious Ventures, a private venture capital firm, since March 2020, and as founder and Chief Executive Officer of Wise Owl, a growth advisory company, since November 2019. In addition, she 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. Ms. Underwood previously served as Chief Product Officer at Slack Technologies, Inc., a cloud-based software company that builds professional collaboration tools, 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. 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. Ms. Underwood holds a B.B.A. in Management Information Systems and Business Honors from The University of Texas at Austin, and an M.B.A. from The University of California at Berkeley (Haas).
 
Ms. Underwood is qualified to serve on Zillow Group’s Board because of her broad experience in technology product development, engineering, innovation, and consumer engagement, as well as her deep understanding of the mobile and Internet industries. In various positions at leading technology and Internet companies, she has successfully driven growth initiatives, including product marketing and developer relations. In addition, as a venture partner with Obvious Ventures and a founding member of #Angels, Ms. Underwood brings entrepreneurial experience through advising emerging technology companies on strategy development and execution.


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CORPORATE GOVERNANCE
 
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.
Five independent directors.
Executive chairperson separate from Chief Executive Officer role.
Board evaluation conducted on ongoing basis in addition to formal Board evaluation. For 2019, 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 of Directors 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 2019 and including telephonic meetings:
the Board of Directors held six meetings;
the audit committee held four meetings;
the compensation committee held three meetings; and
the nominating and governance committee held two meetings.
During 2019, each incumbent member of Zillow Group’s Board attended 80% or more of the aggregate number of meetings of the Board and committees on which he or she served that were held during their term of service. We encourage all of our directors and nominees for director to attend our annual meeting of shareholders. Three of Zillow Group’s directors attended the 2019 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 his or her background, employment, investments, and affiliations, and upon the review and recommendation of our nominating and governance committee, our Board has determined that Ms. Underwood, Mr. Blachford, Mr. Hoag, Mr. Maffei, and Mr. Stephenson 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.
The independent directors meet in executive session from time to time.
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 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 our former Chief Executive Officer and former director Spencer Rascoff, each either in their individual capacity or through an entity that they own and control. Each of Mr. Barton, Mr. Wacksman, Mr. Maffei, Mr. Blachford and Mr. Rascoff’s capital
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commitments in these funds represent a de minimis share of the total committed capital of the funds. Mr. Blachford and Ms. Bohutinsky also consult as venture partners of TCV.
Mr. Hoag serves on the board of directors of Netflix, Inc. with Mr. Barton.
Mr. Hoag serves on the board of directors of Peloton Interactive, Inc. with Mr. Blachford.
Mr. Hoag serves on the board of directors of TripAdvisor, Inc. with Mr. Rascoff and Mr. Maffei. Mr. Maffei is also the Chief Executive Officer and Chairman of the Board of Liberty TripAdvisor Holdings, which currently holds approximately a 23% equity interest and 58% 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.  
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 Chairperson 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 of Directors does not believe that its role in risk oversight has been affected by the Board’s leadership structure.
Risk Oversight
The Board of Directors 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 engages in risk oversight on a broad range of matters, including challenges associated with strategic acquisitions, regulatory and other legal and compliance matters, and threats relevant to our information technology environment. The compensation committee provides oversight of our compensation philosophy and the objectives of our compensation programs, including the 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. The nominating and governance committee oversees risks associated with corporate governance and the composition of our Board of Directors, including the independence of Board members. The audit committee provides oversight concerning our major financial 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 Zillow Offers and Zillow Home Loans businesses, and data privacy, cybersecurity, and other topics related to our information technology infrastructure. 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.
 
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 of Directors 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.
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Audit Committee
The current members of our audit committee are Erik Blachford, 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 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 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. Blachford, Maffei, and Stephenson 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 Erik Blachford, Jay C. Hoag, and April Underwood, with Mr. Hoag serving as Chair. 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 compensation of these officers based on such evaluations;
oversee the administration and issuance of stock options, restricted stock units, and other awards under our equity incentive plans, including the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”) and the Zillow Group, Inc. 2019 Equity Inducement Plan (the "Inducement Plan"); 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 Chief Executive Officer and Chief People Officer’s assessment 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 2019 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 and to make recommendations for the committee’s consideration with respect to their salary and equity compensation. In addition, the compensation committee considered market information available through Equilar 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 2019 consistent with the Company’s compensation philosophy. Compensia did not provide any other services to the compensation committee, management, or the Company in 2018 or 2019 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
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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 2011 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 of Directors has determined that each member of our compensation committee meets the requirements for independence under the applicable rules and regulations of Nasdaq, the Securities and Exchange Commission ("SEC"), and the Internal Revenue Code of 1986, as amended (the “Code”). 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, “Named Executive Officer Compensation - 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 2019 was, at any time during 2019 or at any other time, 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 2019, 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 and Erik Blachford, 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 of Directors;
oversee evaluations of our Board and its committees; and
develop, periodically review, monitor and recommend to the Board corporate governance principles and policies applicable to the Company.
The nominating and governance committee and the Board believe it is essential to have directors representing diverse experience to enhance the quality of the Board’s discussions and decision-making process. This is consistent with the Company’s commitment to equity and belonging across the organization, with diversity being an integral part of the way the Company promotes innovation and long-term success. Diversity, which we broadly construe to include age, professional experience, gender, race, and ethnicity, among other considerations, is one factor taken into account 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. 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.
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
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manner as it evaluates the qualifications of director candidates identified by the committee or the Board of Directors. 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 the Annual Meeting.
Board Evaluation
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.
Preparation for formal evaluations begins with the selection of the format by the nominating and governance committee in consultation with our Executive Chairman and Corporate Secretary and General Counsel. For the 2019 evaluation cycle, in-person or telephonic interviews were conducted by our Corporate Secretary and General Counsel with each Board member. Interview topics included:
the Board’s role in strategic oversight of areas critical to the long-term success of the Company;
Board and committee structure and director skills;
director engagement on Company culture and human capital management; and
best practices to promote candor and rigorous decision making;
amongst 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 General Counsel to discuss director duties and expectations, Zillow Group’s corporate governance practices, including with respect to Company spokespeople and Regulation FD, and corporate governance policies such as our Code of Conduct and Code of Ethics;
meeting with the Company’s Corporate & Investor Relations team to discuss shareholders and analysts, shareholder engagement, and related matters;
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, the annual budget, corporate governance policies, sell-side analyst research and recent Board minutes.
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.
Company Culture and Sustainability
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 talented employees. These include, but are not limited to:
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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.
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, Zillow Group’s class-leading benefits are reflected in investments in physical, family, mental, and financial wellness programs to meet the needs of our diverse base of employees.
Diversity & Belonging: We are proud to have a continued focus and commitment to attracting and retaining a diverse workforce. In 2019, we focused on interviewing a diverse slate of candidates for all open positions and developed company-wide goals around hiring candidates from underrepresented populations. Similarly, we are committed to building a diverse bench for leadership succession to improve representation across our executive team. With nine employee-led affinity networks for community members and allies, as well as a focus and stated goals on gender pay equity, Zillow Group invests in creating a culture of belonging for all employees.
Pay Equity: To support gender and under-represented pay equity, we will complete a comprehensive annual evaluation across the Company with the commitment to disclose results to our shareholders and on our corporate website. Based on our assessment of compensation in 2019, on average, women at Zillow Group earn 101% of what men earn in comparable roles, with similar skills and experience. The Company was included in the 2020 Bloomberg Gender Equality Index, which measures equality across internal company statistics, employee policies and practices, and external community support and engagement.
Our Community: In 2019, Zillow Group furthered its social impact work through Zillow For Good, which seeks to support housing-related causes through our employee giving match, our products and business decisions, our data and products, and meaningful partnerships with nonprofit organizations. Zillow Group has given more than $7 million to more than 50 nonprofit and emergency assistance organizations in our communities. In addition, we have supported Fair Housing, STEM education, and provided disaster relief to our real estate industry partners in the wake of destructive weather events.
Environmental Footprint: Our facilities team is focused on deepening our insight into our operational footprint. We are in the process of establishing mechanisms to collect environmental data from our operations and better understand how we can work to reduce our environmental impacts, including minimizing energy and water use and waste-to-landfill rate. We are also working with our landlords in our various office locations to ensure sustainable operations through building management procedures. Our Zillow Offers team is working to implement policies, procedures and governance structures that ensure we renovate homes efficiently and with sustainability in mind, as well as protect the health and safety of our expanding workforce and the people who buy homes from Zillow Group.

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DIRECTOR COMPENSATION

2019 Director Compensation Table
Zillow Group’s director compensation program is governed by the Amended and Restated Stock Option Grant Program for Nonemployee Directors (the “Program”). In 2019, Zillow Group compensated its eligible non-employee directors solely with stock option grants.
The following table provides information regarding the compensation of our non-employee directors during 2019. Additional information regarding the 2019 compensation of Mr. Barton and Mr. Rascoff is discussed in the Compensation Discussion and Analysis section and presented in the related tables. Mr. Barton and Mr. Frink did not receive compensation for their Board service in 2019.
 
Name
        Option Awards        
($)(1)
        Total        
($)
 Erik Blachford
 
 
200,000
 
 
200,000
 
Amy C. Bohutinsky200,000200,000
Jay C. Hoag
 
 
200,000
 
 
200,000
 
 
Gregory B. Maffei
 
 
200,000
 
 
200,000
 
Spencer M. Rascoff400,000(2)400,000(2)
 
Gordon Stephenson
 
 
200,000
 
 
200,000
 
April Underwood
 
 
200,000
 
 
200,000
 

 _______________
(1)Amounts reflect 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 18, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. On March 1, 2019, and as described in greater detail below, each of the eligible non-employee directors of Zillow Group received an annual stock option grant to purchase 11,034 shares of Zillow Group’s Class C capital stock with a Black-Scholes-Merton grant date fair value of $200,000. As of December 31, 2019, Zillow Group’s non-employee directors held stock options granted for director service for the following number of shares of Zillow Group’s Class A common stock and Class C capital stock: Mr. Blachford, 7,747 shares of Class A common stock and 76,023 shares of Class C capital stock; Ms. Bohutinsky, 11,034 shares of Class C capital stock; Mr. Hoag, 3,145 shares of Class A common stock and 66,819 shares of Class C capital stock; Mr. Maffei, 13,885 shares of Class A common stock and 88,299 shares of Class C capital stock; Mr. Rascoff, 24,734 shares of Class C capital stock; Mr. Stephenson, 7,747 shares of Class A common stock and 76,023 shares of Class C capital stock; and Ms. Underwood, 47,321 shares of Class C capital stock. All of Mr. Rascoff's stock option holdings as of December 31, 2019 are set forth in the "2019 Outstanding Equity Awards at Fiscal Year-End Table."
(2)On March 21, 2019, Mr. Rascoff received a fully vested stock option award to purchase 24,734 shares of Zillow Group's Class C capital stock with a Black-Scholes-Merton grant date fair value of $400,000. This amount is also reported in the Summary Compensation Table for 2019. Mr. Rascoff resigned from the Board of Directors effective April 7, 2020.

Time and Manner of Compensation
The Program is administered by the compensation committee and the Board of Directors under the 2011 Plan. 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.
Pursuant to the Program, on March 1 of each year, our non-employee directors are eligible to automatically receive stock option grants to purchase a number of shares of Class C capital stock equal to the amount set forth in the Program.
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The grants made in March 2019 pursuant to the Program were for that number of shares of Class C capital stock having a Black-Scholes-Merton value of $200,000 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 under the Program vest each quarter over one year, subject to continued service. Stock options granted under the Program in 2019 have ten-year terms, 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 of Directors during the 12-month period following a March 1 grant date 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 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. In March 2020, the Board, upon the recommendation of the compensation committee approved an increase in the value of the annual option grant from $200,000 to $250,000. 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, 2019 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.
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 Stock2,549,235(3)$29.36
— (4)
Class C Capital Stock32,019,137(5)36.621,466,856(6)(7)
Equity compensation plans not approved by
security holders
               
Class A Common Stock16,728(8)$13.88
Class C Capital Stock2,134,315(9)35.957,898,167(10)
     Total               
Class A Common Stock2,565,963$29.26
           —
Class C Capital Stock34,153,45236.579,365,023
     Total All Classes36,719,41535.959,365,023
_________________
(1)
The weighted-average exercise price is calculated based on outstanding stock options. It excludes outstanding restricted stock units (“RSUs”) and restricted units, which have no exercise price.
(2)
Includes the 2011 Plan.
(3)
Includes stock options and RSUs.
(4)
We intend that future grants under the 2011 Plan will be for Class C capital stock only; however, we also have the discretion to grant Class A common stock pursuant to the 2011 Plan. In the event we make future grants under the 2011 Plan for Class A common stock, those grants would reduce the number of securities remaining available for future issuance as Class C capital stock.
(5)
Includes 8,195,528 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 23,823,609 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 following the effective date of the Class C Stock Split.
(6)
Includes shares available for issuance under the 2011 Plan, which we intend to issue solely as shares of Class C capital stock. Does not include (i) 8,665,633 shares that became available for issuance under the 2011 Plan on January 1, 2020 pursuant to the “evergreen” provision, and (ii) shares subject to stock options granted in substitution of stock options previously granted by companies we acquired, which stock options do not reduce the number of shares available for issuance under the 2011 Plan.
(7)
The 2011 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 least of (i) 3.5% 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, (ii) 10,500,000 shares, and (iii) a lesser amount determined by our Board of Directors; provided, however, that any shares from increases in prior years that are not actually issued will continue to be available for issuance under the 2011 Plan.
(8)
Includes 16,728 shares of Class A common stock issuable upon exercise of outstanding options and vesting of RSUs assumed under the Trulia 2012 Equity Incentive Plan, as amended and restated (the “Trulia 2012 Plan”) and the Trulia 2005 Stock Incentive Plan, as amended (together with the Trulia 2012 Plan, the “Trulia Plans”) in connection with our February 2015 acquisition of Trulia. No future awards will be granted under these plans.
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(9)
Includes 32,482 shares of Class C capital stock issuable upon exercise of outstanding stock options and vesting of RSUs 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 2,101,833 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.

Trulia 2012 Equity Incentive Plan, as Amended and Restated
The Trulia 2012 Plan became effective in September 2012. The Trulia 2012 Plan provides for the grant of incentive and nonqualified stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to employees, directors and consultants. Under the 2012 Plan, stock options were granted at a price per share not less than 100% of the fair market value per share of the underlying stock at the grant date. The plan administrator determined the vesting period for each option award on the grant date, and options granted under the plan generally expire 10 years from the grant date or such shorter term as may be determined for the options. No new equity awards will be granted under the Trulia 2012 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 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).

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 incentive stock options, 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 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.

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PROPOSAL 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

            
 
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, 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, 2020.
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 of Directors is submitting the appointment of Deloitte to our shareholders for ratification as a matter of 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.



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AUDIT COMMITTEE REPORT

The audit committee assists our Board of Directors 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, if any, 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, 2019.
In connection with our review of Zillow Group’s audited financial statements for the fiscal year ended December 31, 2019, 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:
(i)The audit committee has reviewed and discussed the audited financial statements for fiscal year 2019 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, 2019, for filing with the SEC.

Members of the audit committee:
               Gregory B. Maffei (Chair)
               Erik Blachford
               Gordon Stephenson
 


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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, 2019 and 2018, inclusive of out-of-pocket expenses.
 
 
2018($)
2019($)
Audit Fees1,544,000  2,069,559  
Audit-Related Fees—  —  
Tax Fees468,169  88,440  
All Other Fees4,162  8,346  
Audit Fees
Audit fees of Deloitte during the 2019 and 2018 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 2019 and 2018 also include services rendered by Deloitte in connection with the September 2019 issuance of 1.375% Convertible Senior Notes due in 2026 and the September 2019 and October 2019 issuances of the 0.75% Convertible Senior Notes due in 2024, Zillow Group’s November 2018 acquisition of Zillow Home Loans, LLC (formerly known as Mortgage Lenders of America, L.L.C.), July 2018 issuance of 1.50% Convertible Senior Notes due in 2023 and public offering of 6,557,017 shares of Class C capital stock, certain registration statements on Form S-3, and certain registration statements on Form S-8.
Tax Fees
Tax fees of Deloitte for the fiscal years ended December 31, 2019 and 2018 primarily include tax compliance, consulting and return preparation.
All Other Fees
Other fees include access to accounting research software applications and data.
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.
 




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PROPOSAL 3: Approval of the Zillow Group, Inc. 2020 Incentive Plan

            
The Board of Directors Recommends a Vote “FOR” the Approval of the Zillow Group, Inc. 2020 Incentive Plan.
            

Background
Our Board of Directors, upon the recommendation of our compensation committee, is asking our shareholders to approve the Zillow Group, Inc. 2020 Incentive Plan (the “2020 Plan”). The 2020 Plan is intended to replace the Zillow Group, Inc. Amended and Restated 2011 Plan (the “2011 Plan”), which expires in 2025. If our shareholders approve the 2020 Plan, it will become effective as of the date of the Annual Meeting and no new awards will be granted under the 2011 Plan. If our shareholders do not approve the 2020 Plan, the 2011 Plan will remain in effect with its current terms and conditions.
The Company also maintains the Zillow Group, Inc. 2019 Equity Inducement Plan (the “Inducement Plan”) under which equity awards may be granted to newly hired employees. The Inducement Plan was adopted by our Board in August 2019 pursuant to an exemption from the shareholder approval requirements for employment inducement awards available under Nasdaq Listing Rule 5635(c). Our Board adopted the Inducement Plan as a result of the share reserve under the 2011 Plan being insufficient to grant equity awards to new employees critical to our success. If shareholders approve the 2020 Plan, we intend to primarily rely on the 2020 Plan’s share reserve for new grants, including to newly hired employees.
Equity compensation has been an integral part of our overall employee compensation program since our inception and reflects our philosophy that all employees should be given the opportunity to be owners in the Company. Our Board, our compensation committee, and our management all believe equity compensation is vital to our continued ability to attract, retain, and motivate the individuals critical to our success, particularly in the competitive market in which we operate for talent.
We are asking our shareholders to approve 12,400,000 shares of Class C capital stock for issuance under the 2020 Plan. In addition, any shares available for new grants under the 2011 Plan as of the date of shareholder approval of the 2020 Plan will become available for issuance under the 2020 Plan, as will any shares subject to awards under the 2011 Plan as of the date of shareholder approval of the 2020 Plan that on or after that date expire or terminate without being settled in shares. As of March 31, 2020, 4,014,846 shares remained available for future grant under the 2011 Plan and 36,817,297 shares are subject to outstanding awards under the 2011 Plan. During the term of the 2020 Plan, the number of shares authorized for issuance under the 2020 Plan will increase each January 1st, beginning in 2021, by an amount equal to the lesser of (a) 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 the immediately preceding calendar year and (b) a number of shares determined by our Board.
Determination of Share Reserve
Approval of the 2020 Plan is intended to ensure that we have an adequate number of shares available for future equity awards to align the interests of our officers, employees, non-employee directors and consultants with those of our shareholders, reward strong performance and maintain a competitive compensation program. As of March 31, 2020, only 4,014,846 shares remained available for the grant of equity awards under the 2011 Plan, a number that is insufficient to meet our anticipated needs, and 6,946,045 shares remained available for the grant of equity awards under the Inducement Plan. No new awards will be granted under the 2011 Plan if shareholders approve the 2020 Plan. We intend to use the Inducement Plan in the future only if the share reserve under the 2020 Plan is insufficient for new hire employee grants.
Our Board and compensation committee considered a number of factors in determining the share reserve for the 2020 Plan, including the number of shares remaining available under the 2011 Plan, our past share usage, our estimate of the number of shares needed for future awards, a dilution analysis and competitive data from relevant peer companies.
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We generally make equity grants to all of our employees. Grants are generally made upon hire and then annually based on performance to retain and motivate our employees. We occasionally make performance-related grants in recognition of individual contributions or promotions. These new hire, annual and special grants allow us to provide a direct link between compensation and long-term shareholder value creation and reflect our long-standing commitment to provide all of our employees with an ownership opportunity in the Company.
Shareholder approval of the 2020 Plan is integral for us to continue providing broad-based equity incentives to our employees in amounts determined to be appropriate by our compensation committee. This will allow us to continue to attract, retain and motivate individuals essential to achieving our business objectives and continued growth and provide appropriate incentives to them to exert their best efforts on behalf of the Company. If this proposal is not approved, we believe we would be at a significant disadvantage for recruiting, retaining and motivating those individuals who are critical to our success. Based on the factors above, the Board believes that the share reserve under the 2020 Plan is reasonable and appropriate at this time.
Our executive officers and directors have a financial interest in this proposal because they would be eligible to receive awards under the 2020 Plan.
As of March 31, 2020, approximately 59,476,188 shares of our Class A common stock were outstanding and 147,225,000 shares of our Class C capital stock were outstanding. On March 31, 2020, the closing price of our Class A common stock on The Nasdaq Global Select Market was $33.97. On March 31, 2020, the closing price of our Class C capital stock on The Nasdaq Global Select Market was $36.02.

Summary of the 2020 Plan
The principal features of the 2020 Plan are summarized below. This summary does not contain all information about the 2020 Plan and does not purport to be a complete description. A copy of the complete text of the 2020 Plan is attached to this proxy statement as Appendix A, and the following description is qualified in its entirety by reference to Appendix A.
Purpose. The purpose of the 2020 Plan is to attract, retain and motivate our employees, officers, directors, consultants, agents, advisors and independent contractors by providing them with the opportunity to acquire an equity interest in the Company and to align their interests and efforts to the long-term interests of our shareholders.
Administration. Our Board of Directors or the compensation committee of our Board is authorized to administer the 2020 Plan. Our Board of Directors may delegate concurrent administration of the 2020 Plan to different committees consisting of two or more members of our Board or to one or more senior executive officers in accordance with the 2020 Plan’s terms and any conditions established by our Board. The plan administrator is authorized to select the individuals to be granted awards and, subject to the terms of the 2020 Plan, to determine the types of awards to be granted, the number of shares subject to awards and the other terms, conditions and provisions of such awards and to amend the terms of awards. References to the “committee” below are, as applicable, to our Board, the compensation committee, or any other committee or senior executive officers to whom authority to administer the 2020 Plan is delegated.
Eligibility. Awards may be granted under the 2020 Plan to our employees, officers, directors, consultants, agents, advisors and independent contractors and those of our subsidiaries. As of March 31, 2020, approximately 5,340 employees, including 13 executive officers, and 7 non-employee directors were eligible to participate in the 2020 Plan. As of March 31, 2020, 5,085 of these individuals hold equity awards to acquire shares of our stock.
Share Reserve. The 2020 Plan authorizes the issuance of up to 12,400,000 shares of Class C capital stock. The following shares also are available for issuance under the 2020 Plan:
shares previously available for new grants under the 2011 Plan as of the date of shareholder approval of the 2020 Plan; as of March 31, 2020, 4,014,846 shares remained available for new grants under the 2011 Plan; and
shares subject to outstanding awards under the 2011 Plan as of the date of shareholder approval of the 2020 Plan that on or after that date cease to be subject to such awards (other than by reason of exercise or settlement of the awards in vested or nonforfeitable shares); as of March 31, 2020, 36,817,297 shares were subject to outstanding awards. To the extent shares are issued upon exercise or settlement of outstanding awards, those shares will not become available for grant under the 2020 Plan.

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The number of shares authorized under the 2020 Plan will be increased each January 1st, beginning January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (a) 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 the immediately preceding calendar year and (b) a number of shares determined by our Board of Directors.
Only Class C capital stock may be issued under the 2020 Plan.
The following shares will be available again for issuance under the 2020 Plan:
shares subject to awards that lapse, expire, terminate or are canceled prior to the issuance of the underlying shares or that are subsequently forfeited to or otherwise reacquired by us;
shares withheld by or tendered to us as payment for the purchase price of an award or to satisfy tax withholding obligations related to an award; and
shares subject to an award that is settled in cash or in another manner where some or all of the shares covered by the award are not issued.
Awards granted in assumption of or in substitution for awards previously granted by a company we acquire will not reduce the number of shares authorized for issuance under the 2020 Plan.
A maximum of 12,400,000 shares may be issued upon the exercise of incentive stock options under the 2020 Plan.
Adjustments. If any change to our Class C capital stock occurs by reason of a stock dividend, stock split, spin-off, recapitalization, merger, consolidation, statutory share exchange, combination or exchange of shares, distribution to shareholders other than a normal cash dividend or other change in our corporate or capital structure, the committee will make proportional adjustments to the maximum number and kind of securities (a) available for issuance under the 2020 Plan, (b) issuable as incentive stock options, and (c) subject to any outstanding award, including the per share price of such securities. The committee also may make such adjustments in the event of an extraordinary dividend payable in a form other than shares that has a material effect on the fair market value of the Class C capital stock.
Types of Awards. The 2020 Plan permits the grant of any or all of the following types of awards:
Stock Options. The committee may grant either incentive stock options, which must comply with Code Section 422, or nonqualified stock options. Stock options are subject to the vesting terms prescribed by the committee. The exercise price of stock options granted under the 2020 Plan must be at least equal to 100% of the fair market value of the underlying stock on the grant date, except in the case of options assumed or substituted for in acquisition transactions. Unless the committee determines otherwise, fair market value means, as of a given date, the closing price of our stock. Stock options have a maximum term of 10 years from the grant date, subject to earlier termination following a participant’s termination of employment or service relationship with us.
Stock Appreciation Rights (“SARs”). The committee may grant SARs, either on a stand-alone basis or as a right in tandem with the grant of stock options. Upon exercise, SARs are the right to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over its fair market value on the date the SAR was granted. Exercise of a SAR issued in tandem with a stock option will reduce the number of shares underlying the related stock option to the extent of the SAR exercised. The term of a stand-alone SAR cannot be more than 10 years, and the term of a tandem SAR cannot exceed the term of the related option.
Stock Awards, Restricted Stock and Stock Units. The committee may grant awards of shares of stock, or awards denominated in units of stock. These awards may be made subject to repurchase or forfeiture restrictions at the committee’s discretion. The restrictions may be based on continuous service with us for a prescribed time period or the achievement of specified performance criteria, as determined by the committee. Restricted stock units and stock units entitle the recipients to acquire shares upon satisfaction of the applicable restrictions.
Performance Awards. The committee may grant performance awards in the form of performance shares or performance units. Performance shares are units valued by reference to a designated number of shares of stock, and performance units are units valued by reference to a designated amount of property other than shares of stock. Both types of awards may be payable in stock, cash or other property, or a combination
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thereof, upon the attainment of performance criteria and other terms and conditions as established by the committee.
Other Stock Awards. The committee may grant other stock-based awards payable in cash or in shares, subject to any other terms and conditions determined by the committee and the 2020 Plan.

Performance Awards. Any awards granted under the 2020 Plan may be subject to the achievement of performance goals for the Company as a whole or any affiliate or business unit of the Company, including, but not limited to, any of the following: cash flows; earnings measures (including before taxes and/or interest and/or depreciation and amortization); earnings (loss) per share; operating income (loss); revenue; operating margin; return on equity; debt; share price appreciation; total or relative shareholder return; strategic initiatives; or net income (loss). Performance goals may be established on an absolute basis or relative to the performance of other companies.
Limited Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution, unless the committee otherwise approves a transfer.
Repricing. The 2020 Plan permits the committee, without shareholder approval, to (a) reduce the exercise or grant price of a stock option or SAR after it is granted, (b) cancel a stock option or SAR at a time when its exercise or grant price exceeds the fair market value of the underlying stock, in exchange for cash, another stock option or SAR, restricted stock or other equity award, or (c) take any other action that is treated as a repricing under generally accepted accounting principles. To date we have never repriced stock options or SARs.
Change of Control or Liquidation. Under the 2020 Plan, unless otherwise provided in the instrument evidencing an award or in a written employment, services or other agreement between a participant and us, the following will apply in the event of a change of control:
Upon a change of control that qualifies as a company transaction in which outstanding awards could be converted, assumed, substituted for or replaced by a successor company, outstanding awards that vest based on continued employment or service will become vested and exercisable or payable, and all applicable restrictions or forfeiture provisions will lapse, only if and to the extent the awards are not converted, assumed, substituted for or replaced by a successor company.
In the event of a change of control that does not qualify as a company transaction or if outstanding time-based awards are not converted, assumed, substituted for or replaced by a successor company in a company transaction, the awards will become fully and immediately vested and exercisable or payable, and all applicable restrictions or forfeiture provisions, will lapse immediately prior to the change of control and the awards will terminate at the effective time of the change of control.
All performance shares, performance units and other performance-based awards will be prorated based on targeted performance being attained as of the effective date of the change of control and will be paid in accordance with the payout schedule for the award.
In the event of a company transaction, the committee, in its discretion, may provide that a participant’s outstanding awards will be cashed out, net of any purchase or exercise prices applicable to such awards.
The 2020 Plan generally defines "change of control" as the occurrence of any of the following events:
an acquisition of more than 50% of the combined voting power of our outstanding voting securities (with certain exceptions set forth in the 2020 Plan);
a change in the composition of the Board of Directors 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
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such transaction constitute at least a majority of the members of the board of directors of the company resulting from such transaction.

If we dissolve or liquidate, unless the committee determines otherwise, outstanding awards will terminate immediately prior to such dissolution or liquidation.
Recoupment. Awards granted under the 2020 Plan are subject to recovery pursuant to any compensation clawback or recoupment requirements that the committee sets forth in an award agreement and any clawback policy that we adopt or that is required by applicable law.
Amendment and Termination. Our Board or the compensation committee is permitted to amend the 2020 Plan or any outstanding award thereunder, except that only our Board is permitted to amend the 2020 Plan if shareholder approval of the amendment is required by applicable law, regulation or stock exchange rule. Amendment of an outstanding award generally may not materially adversely affect a participant’s rights under the award without the participant’s consent, subject to certain limited exceptions set forth in the 2020 Plan.
Our Board or the compensation committee may suspend or terminate all or any portion of the 2020 Plan at any time, but in such event, outstanding awards will remain outstanding in accordance with their existing terms and conditions. Unless sooner terminated by our Board or the compensation committee, the 2020 Plan will terminate on June 9, 2030.
Federal Income Tax Information
The following is a brief summary of the U.S. federal income tax consequences of the 2020 Plan generally applicable to us and to participants in the 2020 Plan who are subject to U.S. federal taxes. The summary is based on the Code, applicable Treasury Regulations and administrative and judicial interpretations thereof, each as in effect on the date of this proxy statement and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local or foreign tax laws.
Stock Options.
Nonqualified Stock Options. A participant generally will not recognize taxable income upon the grant or vesting of a nonqualified stock option with an exercise price at least equal to the fair market value of the stock on the grant date and no additional deferral feature. When a nonqualified stock option is exercised, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the option on the date of exercise and the option exercise price. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater of the fair market value of the shares on the exercise date or the option exercise price.
Incentive Stock Options. A participant generally will not recognize taxable income upon the grant or vesting of an incentive stock option. If a participant exercises an incentive stock option during employment or within three months after his or her employment ends (12 months in the case of permanent and total disability), the participant will not recognize taxable income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will have taxable income for alternative minimum tax purposes at that time as if the option were a nonqualified stock option). If a participant sells or otherwise disposes of the shares acquired upon exercise of an incentive stock option after the later of (a) one year from the date the participant exercised the option and (b) two years from the grant date of the option, the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the disposition and the option exercise price. If a participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option before these holding period requirements are satisfied, the disposition will constitute a “disqualifying disposition,” and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess of the fair market value of the shares on the date of exercise over the option exercise price (or, if less, the excess of the amount realized on the disposition of the shares over the option exercise price). The balance of the participant’s gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be.
With respect to both nonqualified stock options and incentive stock options, special rules apply if a participant uses shares already held by the participant to pay the exercise price.
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Stock Appreciation Rights. A participant generally will not recognize taxable income upon the grant or vesting of a SAR with a grant price at least equal to the fair market value of the stock on the grant date and no additional deferral feature. Upon the exercise of a SAR, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the SAR on the date of exercise and the grant price of the SAR.
Unrestricted Stock Awards. Upon receipt of a stock award that is not subject to forfeiture, vesting or other similar restrictions, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid by the participant with respect to the shares. When a participant sells the shares, the participant generally will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the amount, if any, paid by the participant with respect to the shares plus the amount of taxable ordinary income recognized by the participant upon receipt of the shares.
Restricted Stock Awards, Stock Units, Performance Shares and Performance Units. A participant generally will not have taxable income upon the grant of restricted stock, stock units, performance shares or performance units. Instead, the participant generally will recognize ordinary income at the time of vesting or payout equal to the fair market value (on the vesting or payout date) of the shares or cash received minus any amount paid. For restricted stock only, a participant may instead elect to be taxed at the time of grant if the participant makes a timely and proper Section 83(b) election for the award.
Tax Consequences to the Company. In the foregoing cases, we generally will be entitled to a deduction at the same time, and in the same amount, as a participant recognizes ordinary income, subject to certain limitations imposed under the Code. For taxable years beginning after December 31, 2017, Code Section 162(m) generally denies a tax deduction to any publicly held corporation for compensation paid to certain “covered employees” in a taxable year to the extent that such compensation paid to a covered employee exceeds $1 million.
Code Section 409A. We intend that awards granted under the 2020 Plan will comply with, or otherwise be exempt from, Code Section 409A, but make no representation or warranty to that effect.
Tax Withholding. We are authorized to deduct or withhold from any award granted or payment due under the 2020 Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required to issue any shares or otherwise settle an award under the 2020 Plan until all tax withholding obligations are satisfied.
Plan Benefits
All awards to employees, officers and consultants under the 2020 Plan are made at the discretion of the committee. Therefore, the future benefits and amounts that will be received or allocated to such individuals under the 2020 Plan are not determinable at this time. However, please refer to the description of equity awards made to our named executive officers in the last fiscal year described in the “2019 Grants of Plan-Based Awards Table.” In 2019, stock option and restricted stock unit awards for 2,638,970 shares of our Class C capital stock were granted to executive officers as a group (15 persons), and stock option and restricted stock unit awards for 10,558,113 shares of our Class C capital stock were granted to employees other than executive officers as a group. Stock option grants to our 7 non-employee directors in 2019 were made under the Company’s director compensation program, which is described above under “Director Compensation.”

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PROPOSAL 4: Shareholder Proposal

The Board of Directors Recommends a Vote "AGAINST" the Approval of this Shareholder Proposal.

In accordance with SEC rules, we have set forth below a shareholder proposal, along with the supporting statement of the shareholder proponents, for which the Company and the Board accept no responsibility. The shareholder proposal is required to be voted on at our Annual Meeting only if properly presented at our Annual Meeting.
James McRitchie and Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, the beneficial owners of no less than 55 shares of the Company's Class A common stock on the date the proposal was submitted, have notified the Company of their intent to present the following proposal at the Annual Meeting.
Proposal 4 - Elect Directors by Majority Vote
Resolved: Shareholders hereby request that our Board of Directors initiate the appropriate process as soon as practical to amend our Company's policies, articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats. This proposal includes that a director who receives less than a majority vote be removed as soon as a replacement director can be qualified on an expedited basis. If such a removed director has key experience, they can transition to being a consultant or a director emeritus.
Supporting Statement: To provide shareholders a meaningful role in director elections, our Company's current director election standard should be changed from a plurality vote standard to a majority vote standard where only board nominated candidates are on the ballot.
This will establish a more meaningful vote standard for board nominees and could lead to improved performance. Under our Company's current voting system, a director can be elected if all shareholders oppose the director but one shareholder votes FOR, even by mistake. More than 90% of the companies in the S&P 500 have adopted majority voting for uncontested elections, as have 69% of the S&P 1500.
In 2019 majority shares voted FOR similar proposals at Stemline Therapeutics, Eldorado Resorts, RadNet, New Media Investment Group, New Residential Investment Group, Safety Insurance Group, First Community Bancshares, GreenHill & Co., and Advaxis. During 2018 majority shares voted FOR similar proposals at Netflix, Marriott International, Discover Financial Services, The Manitowoc Company, and Costco Wholesale.
One of our largest shareholders, BlackRock's proxy voting guidelines include the following: "Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives."
This proposal should also be seen in the context that shareholders:
Can only act by written consent unanimously,
Have no right to call special meetings,
Have no right to nominate directors through proxy access provisions, and
Must vote by a supermajority to amend bylaws.

Consider also that our Board is locked into an governance structure that reduces board accountability to shareholders through the use of multi-class shares.
How we elect directors is just one of many needed reforms. Please vote FOR.

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Elect Directors by Majority Vote - Proposal 4

Zillow Group Opposing Statement
After thoughtful consideration, the Board of Directors believes that the Company's current method of electing directors is in the best long-term interest of the Company and its shareholders. As a result, we oppose this proposal.

Our current director nomination and election process allows shareholders meaningful opportunities for participation in electing directors that contribute to the Company's success and pursuit of our mission to give people the power to unlock life's next chapter. As further described in the "Corporate Governance" section, above, the nominating and governance committee is tasked with evaluating and nominating director candidates and the Board of Directors' composition and uses the director selection guidelines in its charter to guide that process. The committee considers director candidates recommended by our shareholders and evaluates those candidates in the same manner as the candidates identified by the committee.

The Company uses plurality voting for electing directors, which is the default standard for director elections under Washington law. The plurality voting standard yields a result that ensures that the Company avoids the distraction and uncertainty caused by potential Board vacancies resulting from elections where one or more director nominees fail to receive a majority of the votes cast (a "failed election").

Further, under the current plurality voting standard, shareholders have the ability to express disapproval with corporate policies, strategy, or director candidates through the use of withhold votes. The use of withhold votes provides the Board of Directors with flexibility in appropriately responding to shareholder dissatisfaction without concerns of uncertainty arising from a failed election.

Finally, we note that employing a majority voting standard would not have changed the outcome of a single director election since the Company's shares first became publicly traded in 2011.

The Board is committed to corporate governance practices that work in the best interest of the Company and its shareholders. For the reasons explained above, the Board unanimously recommends that you vote "AGAINST" this proposal.


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EXECUTIVE OFFICERS
The following table provides information regarding our executive officers as of April 14, 2020:
 
Name
Age
Position
Richard N. Barton52Co-Founder, Chief Executive Officer and Director
Lloyd D. Frink55Co-Founder, Executive Chairman, President and Director
David A. Beitel50Chief Technology Officer
Stanley B. Humphries52Chief Analytics Officer
Aimee Johnson51Chief Marketing Officer
Dawn Lyon51Chief Corporate Relations Officer
Bradley D. Owens44Senior Vice President, General Counsel and Corporate Secretary
Allen W. Parker52Chief Financial Officer
Arik Y. Prawer54President of Homes
Jennifer A. Rock38Chief Accounting Officer
Errol G. Samuelson54Chief Industry Development Officer
Dan Spaulding43Chief People Officer
Jeremy Wacksman43President of Zillow
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 “Proposal 1: Election of Directors.”
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.
Stanley B. Humphries has served as Chief Analytics Officer since August 2015. Since joining the Company in 2005, Dr. Humphries has held many leadership positions, including Vice President of Data and Analytics from December 2006 to April 2009 and Chief Economist from May 2009 to August 2015. Prior to joining Zillow, Dr. Humphries served as Group Manager of Customer Analytics at Expedia, Inc., from 2001 to 2005. Dr. Humphries earned his B.A. from Davidson College, a Master of Science in Foreign Service from Georgetown University, and a Ph.D. in Government from the University of Virginia.
Aimee Johnson has served as Chief Marketing Officer since October 2018. Prior to joining the Company, Ms. Johnson served as Senior Vice President of Marketing Programs and Digital Innovations for Starbucks Corporation, a premier roaster, marketer and retailer of specialty coffee, from July 2014 to October 2018 and as Vice President - Strategy, Loyalty, CRM, Analytics and E-commerce, from December 2011 to June 2014. Ms. Johnson holds a B.S. in Marketing and English from Virginia Polytechnic Institute and State University and an M.B.A. from The George Washington University.
Dawn Lyon has served as Chief Corporate Relations Officer since March 2019. Prior to joining the Company, Ms. Lyon held a number of leadership roles in communications and corporate relations, including as Chief Reputation Officer and Senior Vice President of Corporate Affairs for Glassdoor.com, a salaries and reviews website for companies, from April 2015 to December 2017, and as a founder and advisor to LyonSHARE Communications Group, a strategic communications firm from 2004 to present. Ms. Lyon holds a B.A. in journalism with a minor in political science from San Diego State University, and an executive certificate in public policy and management from the University of Washington.
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
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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.
Arik Y. Prawer has served as President of Homes since December 2019. Mr. Prawer previously served as President, Homes Division and Co-Head of Zillow Offers from June 2018 to December 2019 and Chief Business Development Officer from February 2018 to June 2018. Prior to joining Zillow Group, Mr. Prawer served as Chief Integration Officer for Invitation Homes, a single-family rental owner and operator, from November 2017 to February 2018 and held several positions at Starwood Waypoint Homes (including its predecessors), a single-family residential real estate investment trust, from March 2012 to November 2017, including Chief Financial Officer, Co-President, and other positions regarding acquisitions, developing third-party affiliate partner relationships and capital markets activities. Before joining Starwood Waypoint Homes and its predecessors, Mr. Prawer spent 12 years at Credit Suisse Securities, LLC (including its predecessors), where he led the West Coast Real Estate investment banking practice focusing on capital formation and mergers and acquisitions for public and private real estate companies. Mr. Prawer received an M.B.A. from The University of Pennsylvania (Wharton) and a B.S.E. in Finance and a B.A. in History from the University of Pennsylvania.
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 a number of 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 was Vice President, Global Commercial Operations HR from January 2014 to March 2014 and Senior Director, Americas Field HR, for Life Technologies, a biotech company. 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 President of Zillow since December 2019. Since joining the Company in 2009, Mr. Wacksman has held a number of leadership positions including President, 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 supported marketing and product management for Xbox Live at Microsoft Corporation. Mr. Wacksman serves on the board of directors of Rover.com, a privately held marketplace for pet services. Mr. Wacksman earned his B.S. in engineering from Purdue University and an M.B.A. from Northwestern University (Kellogg).  

29

 

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors, officers and beneficial holders of more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.
To our knowledge, all of Zillow Group’s applicable directors, officers and beneficial holders of more than 10% of Zillow Group’s common stock complied with all of the Section 16(a) reporting requirements applicable to them with respect to transactions during fiscal year 2019, except that Spencer M. Rascoff filed late a Form 4 to report a sale transaction that occurred in August 2019 and each of Arik Y. Prawer and Errol G. Samuelson filed a late Form 4 to report, respectively, two and one, sales transactions that occurred in November 2019.

30

 

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT

The following tables present information about the ownership of our securities as of April 3, 2020 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 April 3, 2020, and, in the case of percentage ownership information, is based on (i) 59,476,188 shares of Class A common stock outstanding, (ii) 6,217,447 shares of Class B common stock outstanding and (iii) 147,225,000 shares of Class C capital stock outstanding, in each case, as of April 3, 2020. 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.”
 
Class A
 Common Stock
Class B
Common Stock
    % Total    
Voting
Power
Name of Beneficial Owner
Shares
%
Shares
%
Caledonia (Private) Investments Pty Limited(1)15,522,35326.1
12.8
The Vanguard Group(2)4,805,8328.1
4.0
Morgan Stanley(3)4,743,6938.0
4.0
Baillie Gifford & Co.(4)3,611,5836.1
3.0
 ___________
(1)Based upon a Schedule 13G/A filed with the SEC on February 14, 2019 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 Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group. The Vanguard Group reports that it has sole voting power over 20,021 shares of Class A common stock, sole dispositive power over 4,785,811 shares of Class A common stock and shared dispositive power over 20,021 shares of Class A common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.
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(3)Based upon Schedule 13G/A filed with the SEC on February 14, 2020 by Morgan Stanley and its wholly-owned subsidiaries, Morgan Stanley Investment Management Inc. and Morgan Stanley Asia Limited. The Schedule 13G/A reports that Morgan Stanley has shared voting power over 2,719,657 shares of Class A common stock and shared dispositive power over 4,743,693 shares of Class A common stock. Morgan Stanley Investment Management Inc. has shared voting power over 701,048 shares of Class A common stock and shared dispositive power over 824,939 shares of Class A common stock and Morgan Stanley Asia Limited has shared voting power over 2,018,609 shares of Class A common stock and shared dispositive power over 3,918,754 shares of Class A common stock. The address of Morgan Stanley is 1585 Broadway, New York, NY 10036.
(4)Based upon a Schedule 13G filed by Baillie Gifford & Co. with the SEC on February 3, 2020. Baillie Gifford & Co. reports that it has sole voting power over 3,439,771 shares of Class A common stock and sole dispositive power over 3,611,583 shares of Class A common stock. The address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.

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 April 3, 2020. 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 Barton and Lloyd Frink, we also included the number of shares of Class B common stock held by each of them as of April 3, 2020.
 
Class A
    Common Stock 
Class B
Common Stock
Class C
Capital Stock 
% Total
Voting
    Power (1)  
Officers and Directors 
Shares
 %
Shares 
%
Shares
%
Richard N. Barton4,266,202(2)(3)6.73,763,72560.58,986,005(2)(4)6.131.1
Spencer M. Rascoff268,683(2)*
2,358,282(2)1.6*
Allen W. Parker
*
275,774(2)(a)**
David A. Beitel89,928(2)*
656,468(2)(b)**
Arik Y. Prawer
*
82,747(2)(c)**
Jeremy Wacksman51,655(2)*
447,464(2)(d)**
Greg M. Schwartz63,750(2)*
421,699(2)**
Lloyd D. Frink3,199,375(2)(5)5.22,453,72239.54,822,246(2)(6)3.320.2
Erik Blachford212,513(2)(7)*
441,922(2)(7)**
Jay C. Hoag516,531(2)(8)*
5,910,198(2)(8)4.0*
Gregory B. Maffei318,419(2)*
698,944(2)**
Gordon Stephenson47,127(2)(9)*
156,765(2)(9)**
April Underwood
*
47,469(2)**
Amy C. Bohutinsky61,250(2)*
334,583(2)**
All executive officers and directors as a group (19 persons)8,908,723(2)13.46,217,44710024,314,092(2)1652.4
 ______________
*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.
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(2)
Includes, as applicable, the following shares of Class A common stock and Class C capital stock subject to outstanding options that were exercisable as of April 3, 2020 or that become exercisable within 60 days thereafter or, as indicated below for Mr. Parker, Mr. Beitel, Mr. Prawer and Mr. Wacksman, also includes shares issuable under restricted stock units that become vested within 60 days of April 3, 2020.
.
Officers and Directors
Class A
      Common Stock
Class C
Capital Stock
Richard N. Barton121,937  876,011  
Spencer M. Rascoff268,683  2,346,282  
Allen W. Parker—  250,013(a) 
David A. Beitel89,924  633,096(b) 
Arik Y. Prawer—  82,747(c) 
Jeremy Wacksman51,187  444,970(d) 
Greg M. Schwartz63,750  415,587  
Lloyd D. Frink86,937  801,324  
Erik Blachford7,747  78,690  
Jay C. Hoag3,145  69,486  
Gregory B. Maffei7,747  78,690  
Gordon Stephenson7,747  78,690  
April Underwood—  47,469  
Amy C. Bohutinsky61,250  334,583  
All executive officers and directors as a group (19 persons)553,855(e) 5,166,848(f) 

(a)Includes 242,215 shares of Class C capital stock subject to options exercisable on or within 60 days of April 3, 2020 and 7,798 shares of Class C capital stock issuable under restricted stock units that become vested within 60 days of April 3, 2020.
(b)Includes 628,097 shares of Class C capital stock subject to options exercisable on or within 60 days of April 3, 2020 and 4,999 shares of Class C capital stock issuable under restricted stock units that become vested within 60 days of April 3, 2020.
(c)Includes 68,963 shares of Class C capital stock subject to options exercisable on or within 60 days of April 3, 2020 and 13,784 shares of Class C capital stock issuable under restricted stock units that become vested within 60 days of April 3, 2020.
(d)Includes 442,536 shares of Class C capital stock subject to options exercisable on or within 60 days of April 3, 2020 and 2,434 shares of Class C capital stock issuable under restricted stock units that become vested within 60 days of April 3, 2020.
(e)Includes 553,855 shares of Class A common stock subject to options exercisable on or within 60 days of April 3, 2020, for all current executive officers and directors.
(f)Includes 5,119,860 shares of Class C capital stock subject to options exercisable on or within 60 days of April 3, 2020 and 46,988 shares of Class C capital stock issuable under restricted stock units and restricted units that become vested within 60 days of April 3, 2020, 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.
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(4)Includes 8,109,994 shares of Class C capital stock, of which 2,277,361 are held by the RNB Z GRAT of May 2019, 544,046 are held by the Barton LLC, 440,008 are held by the Barton Trust and 197,000 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 investment power over the shares of Class C capital stock held by Barton Ventures II LLC and the RNB Z GRAT of May 2019. 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 and 658,134 shares of Class A common stock held by the Frink Descendants’ Trust dated December 30, 2004 (the “Frink Trust”). Mr. Frink has investment power over the shares of Class A common stock held by the Frink 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 and therefore those shares have been excluded from the calculation of percentage of total voting power.
(6)Includes 899,915 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 201,624 shares of Class A common stock and 356,948 shares of Class C capital stock held by the Blachford - Mohit Family Trust.
(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 six 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 four 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 58,930 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.
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 51,004 shares of Class C capital stock held by the Stephenson Family LLC.
 



34

COMPENSATION DISCUSSION AND ANALYSIS

Introduction
This Compensation Discussion and Analysis provides information about the compensation for the following current and former executive officers in 2019, including an analysis of the overall objectives of our compensation program and each element of compensation provided.
For 2019, our named executive officers were:
Richard N. Barton, Chief Executive Officer (since February 2019)
Spencer M. Rascoff, Former Chief Executive Officer (through February 2019)
Allen W. Parker, Chief Financial Officer
David A. Beitel, Chief Technology Officer
Arik Y. Prawer, President of Homes
Jeremy Wacksman, President of Zillow
Greg M. Schwartz, Former President, Media and Marketplaces (through November 2019)
2019 Executive Officer Transitions
Effective February 21, 2019, the Board appointed Mr. Barton as Chief Executive Officer, succeeding Mr. Rascoff, who remained a member of the Board until April 7, 2020.
Effective March 21, 2019, Mr. Spaulding, our Chief People Officer, was designated an officer for purposes of Section 16 of the Exchange Act (a "Section 16 Officer").
Ms. Lyon joined the Company as Chief Corporate Relations Officer in March 2019. Effective June 4, 2019, Ms. Lyon and Mr. Owens, our Senior Vice President, General Counsel and Corporate Secretary, were designated Section 16 Officers.
On November 15, 2019, the Board accepted the resignation of Mr. Schwartz as President, Media and Marketplaces, effective November 15, 2019.
Effective December 12, 2019, Mr. Prawer's title was changed to President of Homes; Mr. Wacksman's title was changed to President of Zillow; and Ms. Johnson, our Chief Marketing Officer, was designated a Section 16 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 shareholder value.
Company Performance Highlights
Significant performance milestones for 2019 include the following:
in January 2019, Zillow awarded the $1.0 million Zillow Prize to the team that built a better Zestimate and enabled the Company to release a new, more accurate Zestimate in 2019, which has a median absolute percent error of 1.9% for homes listed for sale and 7.7% for off-market homes;
in April, 2019, we launched Zillow Home Loans (formerly Mortgage Lenders of America, L.L.C.) to deliver an easier, more streamlined mortgage financing experience to consumers;
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in September 2019, we announced the launch of a partnership with homebuilders to simplify the process for home sellers looking to move into new construction homes;
in September and October 2019, we raised net proceeds of approximately $1,085.7 million and $72.0 million, respectively, through the issuance of convertible senior notes, after deducting underwriting discounts and commissions and offering expenses payable by the Company;
in 2019, revenue in the Internet, Media, and Technology segment ("IMT") grew to $1,276.9 million for the year ended December 31, 2019, due in part to the solid performance of our Premier Agent business which contributed revenue of $923.9 million during the same period; and
in 2019, Homes revenue grew to $1,365.3 million for the year ended December 31, 2019, due to the sale of 4,313 homes at an average selling price of $316.5 thousand per home through our Zillow Offers business, which began selling homes in July of 2018. As of December 31, 2019, Zillow Offers was operating in 22 metropolitan areas.
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. As a result of certain executive officer changes in 2019, we also entered into certain arrangements with our named executive officers that are described below under “Employment and Separation Agreements.”
In setting 2019 executive compensation, our compensation committee generally relied on its collective experience and knowledge, its past practices, our overall performance, recommendations from our Chief People Officer, Mr. Spaulding, input from our former Chief Executive Officer, Mr. Rascoff, and other considerations it deemed relevant. For 2019, Mr. Rascoff, while serving as Chief Executive Officer, and Mr. Spaulding recommended to the compensation committee base salary adjustments and the sizes 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.
Additionally, for 2019 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, 50th and 25th percentile base salary, long-term incentive levels and target total direct compensation levels for executive officers of the peer group. In using the data in 2019, consistent with its use in 2018, 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 2019 base salary adjustments and equity awards. In addition to the Compensia 2018 report, the compensation committee considered market survey information available through Equilar Inc. and Radford and data from the proxy statements of peer companies as reference points for 2019 executive compensation decisions. The Company also consulted with Compensia on a limited basis for general guidance in connection with certain executive leadership changes in 2019.
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The peer group for which Compensia provided data in 2018 that was reviewed by the compensation committee in connection with determining our executive officers’ 2019 base salaries and equity award sizes consisted of the following companies:
 
CoStar Group, Inc.Splunk Inc.
Expedia, Inc.SS&C Technologies Holdings, Inc.
FireEye, Inc.Take-Two Interactive Software, Inc.
Fortinet, Inc.TripAdvisor, Inc.
GrubHub, Inc.Tyler Technologies, Inc.
IAC/InterActiveCorpVerisign, Inc.
j2 Global, Inc.Workday, Inc.
Match GroupYelp Inc.
Redfin CorporationZynga Inc.
ServiceNow, Inc. 

To help ensure continued appropriateness of the peer group, two companies (Tableau Software, Inc. and The Ultimate Software Group, Inc.) were removed from the prior year's list due to pending or closed acquisitions and two new peer companies were added (Match Group and Redfin Corporation) 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 2018 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 93% “For” votes of votes cast. 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. In the future, for example, we may begin to more formally assess our overall executive compensation program against that of comparable companies, including through the broader use of market compensation data. We intend to hold an advisory vote on the compensation of our named executive officers every third year, with the next vote occurring at our 2021 Annual Meeting of Shareholders. We are and will remain committed to being responsive to shareholder feedback, and the results of our say-on-pay votes, along with other factors deemed relevant, such as available market data, will help inform the compensation committee’s discussions about the executive compensation program.
 
Elements of Executive Compensation
For 2019, our executive compensation program primarily included base salaries, equity compensation in the form of stock options, restricted stock units, restricted units, and certain cash bonuses. Historically, including for 2019, compensation decisions for our executive officers have been highly 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 initially established through individual negotiations between us 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.
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The compensation committee annually reviews the base salaries of our executive officers. In January 2019, the compensation committee determined that no adjustments would be made to the annual base salaries for each of our named executive officers serving as executive officers at such time.
In February 2019, the compensation committee approved adjusted annual base salaries for Messrs. Barton, Prawer and Wacksman. The base salary increase for Mr. Barton was in connection with his new responsibilities associated with his appointment to the position of Chief Executive Officer of the Company effective February 21, 2019. Mr. Prawer received an increase in connection with the additional demands placed upon him as a result of the Company’s anticipated growth through 2019, including growth in the number of employees and portions of the business overseen by Mr. Prawer. Mr. Wacksman received an increase in connection with the continued demands placed upon him in his then role as President, Zillow Brand and Co-Head of Instant Offers and the number of employees and portions of the businesses overseen by him.
The following table provides information about 2019 base salary adjustments for Messrs. Barton, Prawer and Wacksman.
 
Name 
    December 2018    
Base Salary
($)  
Total 2019
    Base Salary    
Increase
($)
2019 Base Salary ($)
% Increase
over 2018
      Base Salary
Richard N. Barton430,385  109,615  540,000  25.47 %
Arik Y. Prawer486,000  54,000  540,000  11.11 %
Jeremy Wacksman480,000  60,000  540,000  12.50 %
 

Incentive Cash Bonuses. We have not established a formal cash incentive program for our executive officers, with a limited exception for Mr. Schwartz. Instead we have relied primarily on the long-term incentive value of stock-based compensation.
Since the commencement of Mr. Schwartz’s employment in 2007, we have offered him the opportunity to earn cash bonuses based on achievement of certain revenue targets. We believe that Mr. Schwartz’s previous performance goals financially incentivized him to drive revenue growth in the IMT segment, which includes revenue generated by our premier agent, rentals and mortgages businesses and were aligned with his total compensation. Historically, Mr. Schwartz had bonus opportunities based on total IMT revenue and Premier Agent revenue.
For 2019, the compensation committee terminated the prior bonus arrangement for Mr. Schwartz and instead, in light of the Company's business changes and growth strategies, determined that any bonus payable for 2019 performance would be awarded solely in the discretion of the compensation committee, based on its assessment of such factors as it determines relevant or appropriate, including but not limited to, the performance of the IMT and Mortgages reporting segments. For his strategic leadership and outstanding contributions to the Mortgages and IMT segments, including with respect to the integration of Zillow Home Loans and implementation of the Flex pricing model in the Premier Agent business, Mr. Schwartz earned discretionary bonuses of $300,000 for the first half of 2019 and $400,000 for the second half of 2019.
Other Bonuses. From time to time, the compensation committee may award discretionary bonuses to recruit, retain or reward superior performance of an executive officer during the year. Pursuant to his employment agreement, in January 2019, Mr. Parker received the second installment of a signing bonus in the amount of $750,000. Pursuant to his employment agreement, in February 2019, Mr. Prawer received the second installment of his signing bonus in the amount of $250,000.
Equity-Based Compensation. Since our inception, equity-based compensation, particularly in the form of stock options, has been an integral component of our compensation program for all of our employees in order to retain and recognize their efforts on behalf of the Company. In 2015, the Company amended its 2011 Plan to allow for the use of Class C capital stock for equity awards under the 2011 Plan. Our shareholders approved this amended 2011 Plan at the 2015 Annual Meeting of Shareholders and following that shareholder meeting, all new equity awards have been granted for Class C capital stock rather than Class A common stock.
In March 2016, the Company established an equity choice program pursuant to which all employees, including our named executive officers, may choose whether to receive their equity awards in stock options, restricted stock units or a combination of the two.
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
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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 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 2019. 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. Following each annual performance review, we typically grant additional equity awards to our 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 reward them for promotions or performance and to stay competitive with our peer group.
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 at least four years, thereby encouraging the retention of our executive officers. New hire 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 2019, each of the following named executive officers received either a stock option grant or a combination of a stock option grant and restricted stock unit grant following our annual performance review process for the number of shares of Class C capital stock set forth below. The type or types of equity awards granted reflects the named executive officer’s election under our equity choice program.
NameStock Option (# shares)Restricted Stock Units (# shares)
Richard N. Barton233,718
Allen W. Parker280,895
David A. Beitel280,895
Arik Y. Prawer105,60558,430
Jeremy Wacksman164,03638,953
Greg M. Schwartz280,895
The foregoing grant size reflected the compensation committee’s assessment of grant sizes 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 “2019 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.
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 his or her 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 2019, certain of our named executive officers received parking, the aggregate value of which was less than $10,000 for each named executive officer. Additionally, the Company paid for certain travel expenses incurred by
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Mr. Rascoff for travel between his California residence and our Seattle, Washington headquarters and other business and office locations, including fees for commercial flights or fees for aircraft operated by private charter and related ground transit and lodging expenses. In 2019, the Company also reimbursed Mr. Rascoff for costs associated with certain personal home security services. We provided this benefit based on the recommendation of a security consultant retained by the Company and because we believed that the personal safety and security of Mr. Rascoff was of utmost importance to the Company and its shareholders. In addition, the Company paid for certain travel expenses incurred by Mr. Prawer for travel between his home in California and our Phoenix, Arizona office, including fees for commercial flights or fees for aircraft operated by private charter and related ground transit expenses.
Employment and Separation Agreements.
We have entered into employment agreements with certain of our named executive officers in order to assist in the retention of their services and to help them maintain their focus and dedication to their responsibilities to maximize shareholder value in the event of a transaction that could result in a change of control of the Company. The employment agreements provide that employment with us is “at will.” The employment agreement and the employment of the executive officer terminate automatically upon the death or total disability of the executive officer. During 2019, we also entered into separation agreements with Messrs. Rascoff and Schwartz in connection with their departures from the Company.
As a condition to receiving any severance payments or benefits under the employment or severance agreements, the 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 his or her Proprietary Rights Agreement or Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement or other applicable agreement (the "Confidentiality Agreement").
We do not provide any tax gross-ups to cover personal income taxes that may apply to any severance or change-of-control benefits under any of the employment or separation agreements we have with our executive officers. If any payments or benefits payable under the agreements will be subject to an excise tax under Section 4999 of the Code, we will pay to the executive officer 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 the executive officer.

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 on November 16, 2018. 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.
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 connection with the annual review process for performance year 2018, Mr. Parker was eligible to receive in 2019, an equity award with an aggregate value of $2,500,000.
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.
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Mr. Prawer. We entered into an employment agreement with Mr. Prawer as of January 17, 2018 in connection with his commencement of employment with us on February 12, 2018.
Pursuant to the employment agreement, Mr. Prawer received an initial base salary of $486,000, subject to periodic review. He also received a signing bonus of $750,000, payable in two installments. The first installment of $500,000 was paid within 30 days of commencement of employment and the second installment of $250,000 was paid within 30 days of completion of 12 months of employment. In connection with the annual review process for performance year 2018 and thereafter, Mr. Prawer is eligible to receive an equity award with an aggregate value of $2,000,000.
In the event Mr. Prawer’s employment is terminated by us without cause or by Mr. Prawer for good reason on or after Mr. Prawer’s completion of 12 months of employment with us, Mr. Prawer is eligible to receive the same severance benefits provided for under Mr. Parker’s employment agreement as described above, except that (i) the initial option and restricted stock units granted in 2018 pursuant to the employment agreement will become fully vested in such event and 12 months’ accelerated vesting will apply for any other then outstanding equity awards; and (ii) the initial option granted in 2018 will remain exercisable until the earlier of one year following such termination and the latest date on which such option would have expired by its original terms under any circumstances.

Mr. Rascoff. We entered into an employment agreement, effective as of July 25, 2011, with Mr. Rascoff. In connection with Mr. Rascoff’s resignation as Chief Executive Officer, effective February 21, 2019, we entered into an Executive Departure Agreement and Release with Mr. Rascoff (the “Rascoff Departure Agreement”). Upon effectiveness of the Rascoff Departure Agreement, Mr. Rascoff’s employment agreement with us terminated. As set forth in the Rascoff Departure Agreement, Mr. Rascoff remained a full-time employee of ours until March 22, 2019 to provide transition services. Mr. Rascoff continued to serve as a member of our Board of Directors until April 7, 2020.

Pursuant to the Rascoff Departure Agreement and in recognition of Mr. Rascoff's contributions to the Company during his tenure, as of March 22, 2019, Mr. Rascoff was eligible to receive the following payments and benefits: (i) a lump sum payment of $405,000, equal to six months of his base salary; (ii) COBRA continuation coverage on a monthly basis through September 30, 2019; and (iii) accelerated vesting of outstanding options by an additional 18 months as of March 22, 2019. Options not vested as of that date (taking into account the foregoing vesting acceleration) were terminated. Mr. Rascoff also received reimbursement of legal costs incurred in connection with the Rascoff Departure Agreement. The modifications to Mr. Rascoff’s stock options resulted in additional non-cash accounting charges that were recognized as compensation expense by the Company. This amount is disclosed in the Summary Compensation Table for 2019.
For service on our Board of Directors during 2019, Mr. Rascoff received a stock option to purchase 24,734 shares of our Class C capital stock. This grant was made in lieu of any director compensation to Mr. Rascoff under our Amended and Restated Stock Option Program for Nonemployee Directors. The option was fully vested as of the grant date and had a ten-year term. Following Mr. Rascoff’s resignation from our Board, pursuant to the terms of the Rascoff Departure Agreement, all of his vested options remain exercisable until March 22, 2022.
The Rascoff Departure Agreement provides for customary general releases and waivers of claims by Mr. Rascoff against the Company. Mr. Rascoff remains subject to his obligations under his Confidentiality Agreement and non-disparagement covenant with the Company.
Mr. Schwartz. In connection with Mr. Schwartz's resignation from his role as President of Media and Marketplaces, effective as of November 15, 2019, we entered into an Executive Departure Agreement and Release with Mr. Schwartz (the "Schwartz Departure Agreement"). Pursuant to the Schwartz Departure Agreement, from November 15, 2019 until December 31, 2019, Mr. Schwartz received his then current base salary and participation in the Company's health and welfare benefit plans while he provided transition services. Beginning in 2020, Mr. Schwartz was eligible to receive (i) severance payments in the total amount of $270,000, equal to six months of his base salary, payable in monthly installments; (ii) a lump sum payment of $400,000 representing a performance bonus for the second half of 2019; (iii) a lump sum payment of $11,956 representing payments for 6 months of COBRA coverage; and (iv) an extension of time to exercise outstanding stock options that were vested as of December 31, 2019, until the earlier of (a) 39 months from December 31, 2019 and (b) the latest date upon which such vested stock options would have expired by their original terms under any circumstances. The modifications to Mr. Schwartz’s stock options resulted in additional non-cash accounting charges that were recognized as compensation expense by the Company. This amount is disclosed in the Summary Compensation Table for 2019.
The Schwartz Departure Agreement provides for customary general releases and waivers of claims by Mr. Schwartz against the Company. Mr. Schwartz remains subject to his obligations under his Confidentiality Agreement with the Company.
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Recovery Policy; Risk Assessment of Compensation Programs
We do not have a formal compensation recovery policy, but the compensation committee reserves the discretion to require that certain compensation payable to our executive officers be subject to recoupment in the event of misconduct. For example, Mr. Schwartz’s bonuses described above are subject to recoupment in the event that revenue on which a bonus is calculated is determined to have been overstated as a result of his misconduct. 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 Board of Directors or the compensation committee will adopt a formal clawback policy no later than when the final rules relating to such policies become effective pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and require such a policy to be in effect. 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 proposed 2020 Incentive Plan described in Proposal 3 to require recoupment of awards granted thereunder pursuant to the terms of any compensatory recovery policy that we implement.
 
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 of Directors 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 an individual seeking to pledge Company securities as collateral for a loan (not including margin debt) can clearly demonstrate to the Company the financial capacity to repay the loan without resort to the pledged securities.
Tax Treatment of Compensation
Code Section 162(m) generally disallows a tax deduction to a public corporation for annual compensation in excess of $1 million paid to its principal executive officer and certain other executive officers. For taxable years beginning after December 31, 2017, the exception from Code Section 162(m)’s deduction limit for “performance-based” compensation has been repealed, unless the compensation qualifies for transition relief available for certain written arrangements in effect as of November 2, 2017 and not materially modified thereafter. While stock options granted to our executive officers prior to November 2, 2017 are intended to qualify for the performance-based exemption, due to uncertainties surrounding the application of Code Section 162(m), including under the transition relief, no assurance can be given that such compensation will in fact so qualify.
The compensation committee has not adopted a policy that all compensation must be tax-deductible and qualified under Code Section 162(m). In order to maintain the ongoing flexibility of our compensation programs, including to attract, retain and motivate employees critical for our success, the compensation committee continues to have the discretion and flexibility to approve compensation that exceeds the $1 million limit.

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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)
Erik Blachford
April Underwood
 





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2019 COMPENSATION TABLES
2019 Summary Compensation Table
The following table provides information regarding the compensation of our named executive officers for 2019 and, where applicable, 2018 and 2017. Positions listed below are those held by the named executive officers at Zillow Group as of December 31, 2019.
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)(3)
Total
($)
Richard N. Barton2019526,298(4) 
—  3,951,166  —  11,200.00  4,488,664  
Chief Executive Officer
Spencer M. Rascoff (5)2019202,500  
—  26,778,979(6) —  583,438(7) 27,564,917  
Former Chief Executive Officer2018777,791  —  11,642,013  —  444,018.00  12,863,822  
2017717,286  
—  6,749,407  —  422,486.00  7,889,179  
Allen W. Parker2019540,000  750,000(8)—  4,748,727  —  14,724.00  6,053,451  
Chief Financial Officer201857,273  750,0004,385,947  5,503,421  —  11,150.00  10,707,791  
David A. Beitel2019540,000  
—  4,748,727  —  11,200.00  5,299,927  
Chief Technology Officer
Arik Y. Prawer2019533,250(4) 250,000(9)2,358,235  1,785,326  —  48,414(10) 4,975,225  
President of Homes2018423,225  500,0004,960,291  1,050,826  —  35,125.00  6,969,467  
Jeremy Wacksman2019532,500(4) 1,572,143  2,773,143  —  18,445.00  4,896,231  
President of Zillow
Greg M. Schwartz (11)2019540,000  700,000(12)—  11,218,321(13) —  300,716(14) 12,759,037  
Former President, Media and Marketplaces2018533,146  
—  3,819,839  655,930  11,250.00  5,020,165  
2017477,026  
480,461  1,740,201  299,820  11,300.00  3,008,808  
 _____________
(1)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.
(2)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 18, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. Footnotes 6 and 13 describe additional amounts, respectively, for each of Messrs. Rascoff and Schwartz.
(3)
Amounts include matching contributions of $11,200 made by the Company under the Zillow Group 401(k) plan for all named executive officers, other than Mr. Rascoff who received a matching contribution of $1,350. Additional amounts include paid parking for Messrs. Parker, Prawer, Schwartz, and Wacksman and a tenure gift card for Mr. Rascoff.
(4)Amounts reflect base salary adjustments for Messrs. Barton, Prawer and Wacksman that became effective in February 2019.
(5)Mr. Rascoff ceased being our Chief Executive Officer in February 2019 and remained an employee until March 22, 2019.
(6)Amount includes (i) $26,378,979, which is the incremental fair value, computed in accordance with FASB ASC Topic 718, for the modifications to stock options held by Mr. Rascoff in connection with his separation and (ii) $400,000 for the option award granted to Mr. Rascoff for director service in 2019. This latter amount is also reported in the 2019 Director Compensation Table.
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(7)In addition to the amounts identified in Footnote 3, amount includes (i) home security monitoring costs of $12,611 and (ii) travel expenses of $112,321 in connection with travel by Mr. Rascoff between his California residence and our Seattle, Washington headquarters and other business locations. Travel expenses include air travel costs of $103,339; car travel costs of $4,134; and lodging costs of $4,848. Amounts are based on actual costs incurred, except that for chartered air travel by Mr. Rascoff, the aggregate incremental cost is based on the cost of the particular flights. This amount includes the applicable hourly rate for the aircraft and variable costs, including fuel costs and airport fees and taxes. The amount excludes fixed costs under our charter arrangement that do not change based on actual usage, such as the monthly management fee, since the charter arrangement is intended primarily for business travel. In the event Mr. Rascoff traveled to or from his residence and a business location other than our headquarters, aggregate incremental cost is based on the flight time and costs incurred in excess of those that would have been incurred had the flight originated or ended in Seattle, Washington, as applicable. Infrequently, family members or other guests may accompany Mr. Rascoff on a flight on a chartered aircraft, which results in no aggregate incremental cost to the Company. Mr. Rascoff recognized imputed income on certain of the foregoing benefits, calculated in accordance with applicable Internal Revenue Service rules. No tax gross-up was paid on this amount. Also includes the following amounts payable during 2019 in connection with the Rascoff Departure Agreement: (i) a severance payment in the amount of $405,000; (ii) six-months’ COBRA continuation coverage of $11,907; and (iii) reimbursement of $40,000 in legal fees.
(8)Amount reflects the second installment of a signing bonus paid in connection with Mr. Parker’s amended and restated employment agreement.
(9)Amount reflects the second installment of a signing bonus paid in connection with Mr. Prawer’s employment agreement.
(10)In addition to the amounts identified in Footnote 3, amount includes travel expenses of $33,954 in connection with travel by Mr. Prawer between his home in California and our Phoenix, Arizona office. Travel expenses include air travel costs of $28,596 and car travel costs of $5,358. Amounts are based on actual costs incurred except that for chartered air travel by Mr. Prawer, the aggregate incremental cost is based on the cost of the particular flights. This amount includes the applicable hourly rate for the aircraft and variable costs, including fuel costs and airport fees and taxes. The amount excludes fixed costs under our charter arrangement that do not change based on actual usage, such as the monthly management fee, since the charter arrangement is intended primarily for business travel. Infrequently, family members or other guests may accompany Mr. Prawer on a flight on a chartered aircraft, which results in no aggregate incremental cost to the Company. Mr. Prawer recognized imputed income on certain of the foregoing benefits, calculated in accordance with applicable Internal Revenue Service rules. No tax gross-up was paid on this amount.
(11)Mr. Schwartz ceased being President of Media and Marketplaces in November 2019 and remained an employee until December 31, 2019.
(12)
Reflects amounts earned by Mr. Schwartz for performance as described in the section entitled “Named Executive Officer Compensation - Compensation Discussion and Analysis - Elements of Executive Compensation - Incentive Cash Bonuses”.
(13)Amount also includes $6,469,594, which is the incremental fair value, computed in accordance with FASB ASC Topic 718, for the modifications to stock options held by Mr. Schwartz in connection with his separation.
(14)In addition to the amounts identified in Note 3, amount includes the following amounts first payable in 2020 in connection with the Schwartz Departure Agreement: (i) severance payment in the amount of $270,000 and (ii) six months’ COBRA continuation coverage of $11,956.


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2019 Grants of Plan-Based Awards Table
The following table provides information regarding plan-based awards granted to our named executive officers during 2019.
 
Name
Grant
Date
Title of Security
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
  Exercise  
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value
of Stock
and
Option
Awards
($)(1)
Richard N. Barton03/01/2019Class C Capital—  233,718(2) 40.36  3,951,166  
Spencer M. Rascoff03/21/2019Class C Capital—  24,734(3) 36.22  400,000  
02/21/2019Class A Common and Class C Capital—  3,086,295  —  26,378,979(4) 
Allen W. Parker03/01/2019Class C Capital—  280,895(2) 40.36  4,748,727  
David A. Beitel03/01/2019Class C Capital—  280,895(2) 40.36  4,748,727  
Arik Y. Prawer03/01/2019Class C Capital—  105,605(2) 40.36  1,785,326  
 03/01/2019Class C Capital58,430(5) —  —  2,358,235  
Jeremy Wacksman03/01/2019Class C Capital—  164,036(2) 40.36  2,773,143  
03/01/2019Class C Capital38,953(5) —  —  1,572,143  
Greg M. Schwartz03/01/2019Class C Capital—  280,895(2) 40.36  5,420,526  
11/15/2019Class A Common and Class C Capital—  852,391  —  6,469,594(6) 
 
______________
(1)Amounts reflect aggregate grant date fair value of the stock option awards and restricted stock units granted during 2019, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 18, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. For the restricted stock units granted to Messrs. Prawer and Wacksman, this value is based on the closing market price of our Class C capital stock on the grant date.
(2)The stock option award vests over four years, with 1/16th of the total number of shares subject to the option vesting on May 15, 2019 and an additional 1/16th vesting approximately each three months thereafter until the option is fully vested. Vesting is subject to continued service.
(3)Represents a stock option award granted to Mr. Rascoff in March, 2019 in lieu of director compensation under our Amended and Restated Stock Option Program for Nonemployee Directors for his service on our Board of Directors. The option was fully vested as of the grant date and had a ten-year term.
(4)Represents the incremental fair value, computed in accordance with FASB Topic 718, of the modifications to stock option awards held by Mr. Rascoff in connection with his separation. This amount does not reflect a new award.
(5)Represents restricted stock units that vest over four years, with 1/16th of the total number of shares subject to the restricted stock units vesting on May 15, 2019 and an additional 1/16th vesting approximately each three months thereafter until the restricted stock units are fully vested. Vesting is subject to continued service.
(6)Represents the incremental fair value, computed in accordance with FASB Topic 718, of the modifications effective November 15, 2019 to stock option awards held by Mr. Schwartz in connection with his separation. This amount does not reflect a new award.



46

2019 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 at December 31, 2019.
 
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. Barton03/01/2019Class C Capital43,822  189,896(1) 40.36  03/01/2029
03/07/2018Class C Capital79,668  102,432(1) 53.95  03/07/2028
03/07/2017Class C Capital112,736  51,244(1) 35.16  03/07/2027
03/28/2016Class C Capital281,250  18,750(1) 22.41  03/28/2026
01/07/2015Class C Capital79,504  20,496(2) 35.48  01/07/2025
01/07/2015Class A Common39,752  10,248(2) 30.75  01/07/2025
01/07/2015Class C Capital87,500  —  35.48  01/07/2022
01/07/2015Class A Common43,750  —  30.75  01/07/2022
01/02/2014Class C Capital70,000  —  28.62  01/02/2021
01/02/2014Class A Common35,000  —  24.81  01/02/2021
Spencer M.  Rascoff03/21/2019Class C Capital24,734(3) —  36.22  03/21/2029
03/07/2018Class C Capital346,875(4) —  53.95  03/07/2028  
 03/07/2017Class C Capital417,375(4) —  35.16  03/07/2027  
 03/28/2016Class C Capital300,000(4) —  22.41  03/28/2026  
 01/07/2015Class C Capital537,366(4) —  35.48  01/07/2025  
 01/07/2015Class A Common268,863(4) —  30.75  01/07/2025  
 01/24/2013Class C Capital795,800(4) —  12.68  01/24/2023  
01/24/2013Class A Common132,196(4) —  10.99  01/24/2023  
Allen W. Parker03/01/2019Class C Capital52,667  228,228(1) 40.36  03/01/2029
11/28/2018Class C Capital93,583  280,751(5) 35.15  11/28/2028  
 11/28/2018Class C Capital—  —  —  
93,384(6) 4,299,249(7) 
David A. Beitel03/01/2019Class C Capital52,667  228,228(1) 40.36  03/01/2029
03/07/2018Class C Capital59,751  76,824(1) 53.95  03/07/2028  
03/07/2018Class C Capital—  —  —  
8,536(8) 392,142(7) 
 03/07/2017Class C Capital56,368  25,622(1)