z-20240415

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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


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

Letter from our Chief Executive Officer and Executive Chairman

Seattle, Washington

April 16, 2024

Dear Zillow Group Shareholder,

On behalf of the Board of Directors, we invite you to attend the 2024 Annual Meeting of Shareholders of Zillow Group, Inc., which will be held on June 3, 2024, at 2:00 p.m. (Pacific Time). The virtual-only Annual Meeting will be accessible at meetnow.global/MSKHX4L, where you will be able to listen to the meeting live, submit questions, and vote online. Our Board of Directors has fixed the close of business on March 25, 2024, as the record date for determining those shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

The Notice of Annual Meeting and this Proxy Statement contain details of the business to be conducted at the Annual Meeting. This Proxy Statement is first being sent to shareholders on or about April 16, 2024. As further described in this Proxy Statement, our Board of Directors recommends that you vote FOR each of the proposals.

Your vote is very important, and we encourage you to please vote your shares promptly, whether or not you expect to attend the Annual Meeting. You may vote online or by telephone, or, if you requested printed proxy materials, by mailing a proxy or voting instruction card. In addition, shareholders of record may vote online during the Annual Meeting by visiting meetnow.global/MSKHX4L and following the instructions found on your proxy card.

On behalf of our Board of Directors, thank you for your continued investment in Zillow Group.

Sincerely,


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

Notice of 2024 Annual Meeting of Shareholders

1301 Second Avenue, Floor 36

Seattle, WA 98101

The 2024 Annual Meeting of Shareholders of Zillow Group, Inc. (the “Annual Meeting”) will be held on June 3, 2024, at 2:00 p.m. (Pacific Time) in a virtual-only format at meetnow.global/MSKHX4L, for the following purposes:

1. To elect four Class I directors (Erik Blachford, Gordon Stephenson, Claire Cormier Thielke, and J. William Gurley), each nominated by our Board of Directors to serve until the 2027 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, 2024;

3. To approve, on an advisory basis, the compensation of our named executive officers; and

4. To transact such other business as may properly come before the Annual Meeting.

The Board of Directors of Zillow Group, Inc. has fixed the close of business on March 25, 2024, as the record date for the Annual Meeting (the “Record Date”). Only shareholders of record of our Class A and/or Class B common stock as of the close of business on the Record Date are entitled to notice of, to attend, and to vote at the Annual Meeting. Our Class C capital stock is non-voting (except in limited circumstances as required by Washington law or our Amended and Restated Articles of Incorporation). Shareholders of record of our Class C capital stock are not entitled to notice of, to attend, or to vote at the Annual Meeting with respect to their shares of Class C capital stock. If you hold shares of our Class C capital stock in addition to shares of our Class A or Class B common stock, your voting power with respect to the proposals to be presented at the Annual Meeting is limited to your Class A and Class B common stock ownership.

To be admitted to the Annual Meeting at meetnow.global/MSKHX4L, you must enter the control number found on your proxy card, voting instruction form, or notice. If your shares are held in the name of a broker, trust, bank, or other nominee that holds your shares, and you do not have a control number, you must register in advance with our transfer agent, Computershare, to attend the Annual Meeting. You may participate in the Annual Meeting, submit appropriate questions in writing before and during the Annual Meeting, and vote before and during the Annual Meeting by following the instructions available on the meeting website.

In accordance with Securities and Exchange Commission rules, we intend to send a Notice of Internet Availability of Proxy Materials on or about April 16, 2024, and provide access to our proxy materials online on that date to the holders of record of our Class A and Class B common stock as of the close of business on the Record Date.


By order of the Board of Directors,


Bradley D. Owens
Senior Vice President, General Counsel, and Corporate Secretary
Seattle, WA
April 16, 2024
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Shareholders to be Held on June 3, 2024 This Zillow Group, Inc. Proxy Statement and the 2023 Annual Report of Zillow Group, Inc. are available at: https://investors.zillowgroup.com/investors/financials/annual-reports-and-proxies/default.aspx


Table of Contents

Item			Page
Proxy Summary			1
Proposal 1: Election of Directors			2
Corporate Governance			9
Director Compensation			18
Equity Compensation Plan Information			20
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm			22
Audit Committee Report			23
Independent Registered Public Accounting Firm ’s Fees Report			24
Prop osal 3: Advisory Vote to Approve the Compensation of Named Executive Officers			25
Executive Officers			26
Security Ownership of Certain Beneficial Owners, Directors, and Management			28
Compensation Discussion and Analysis			32
Compensation Committee Report			41
202 3 Compensation Tables			42
202 3 Summary Compensation Table			42
202 3 Grants of Plan-Based Awards Table			43
202 3 Outstanding Equity Awards at Fiscal Year End Table			44
202 3 Option Exercises and Stock Vested Table			48
Potential Payments Upon Termination or Change of Control			48
Pay Versus Performance			53
2023 Pay Ratio			57
Certain Relationships and Related Person Transactions			58
General Information Concerning the Proxy Statement, Proxies and Voting at the Annual Meeting			61
Additional Information			65

As used in this Proxy Statement, the terms “Zillow Group,” “the Company,” “we,” “us” and “our” refer to Zillow Group, Inc., unless the context indicates otherwise. In addition, 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.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve risks and uncertainties. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “predict,” “will,” “projections,” “continue,” “estimate,” outlook,” “guidance,” “would,” “could,” “target,” “commit,” or similar expressions constitute forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee these results. Differences in Zillow Group’s actual results from those described in these forward-looking statements may result from actions taken by us as well as from risks and uncertainties beyond our control. For more information about potential factors that could affect Zillow Group’s business and financial results, please review the “Risk Factors” described in Zillow Group’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) and in Zillow Group’s other filings with the SEC. Except as may be required by law, we do not intend, and undertake no duty, to update this information to reflect future events or circumstances.

NOTE REGARDING INDUSTRY AND MARKET DATA

This Proxy Statement contains market and industry data that are based on our own internal estimates and research, as well as independent industry publications, trade or business organizations, and other statistical information from third parties. Third-party information generally states that the information contained therein has been obtained from sources believed to be reliable. While we are not aware of any misstatements regarding this third-party information, we have not independently verified any of the data from third-party sources, nor have we validated the underlying economic assumptions relied on therein. The content of, or accessibility through, these market and industry data sources, except to the extent specifically set forth in this Proxy Statement, does not constitute a portion of this report and is not incorporated herein, and any sources are an inactive textual reference only.

NO INCORPORATION BY REFERENCE

This Proxy Statement includes website addresses and references to additional materials found on those websites, including the Company’s website. These websites and materials are not incorporated by reference herein or in any of our other filings with the SEC.

Table of Contents

PROXY SUMMARY

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 3, 2024	Record Date: March 25, 2024	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.
Time: 2:00 p.m. (Pacific Time)	Mailing Date: This Proxy Statement was first mailed to shareholders on or about April 16, 2024.
Virtual Meeting Website: meetnow.global/MSKHX4L	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.

The Board believes utilizing a virtual-only format provides the opportunity for participation by a broader group of shareholders while reducing the costs associated with planning, holding, and arranging logistics for an in-person meeting. This balance allows the meetings to remain focused on matters directly relevant to the interests of shareholders in a way that recognizes the value to shareholders of an efficient use of our company resources. The virtual format is also consistent with our culture which supports the flexible workplace philosophy that we afford our employee population. In order to provide shareholders with an experience as close as possible to an in-person format, we:

•provide shareholders with the ability to submit appropriate questions in advance of the meeting;

•provide shareholders with the ability to submit appropriate questions in real time via the meeting website;

•answer as many questions submitted in accordance with the meeting rules of conduct as possible during the time allotted for the meeting, without discrimination; and

•offer separate engagement opportunities with shareholders on appropriate matters related to the duties and responsibilities of the Board or corporate governance.

Voting Matters and Vote Recommendations


	Board Recommends	See Page
Management Proposals
Election of four Class I directors	FOR	2
Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2024	FOR	22
Approval, on an advisory basis, of the compensation of our named executive officers	FOR	25

Table of Contents

PROPOSAL 1: Election of Directors

Board Composition

As of March 25, 2024, the Zillow Group Board of Directors (the “Board”) was composed of ten members, divided into three classes and with standing required 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*	2024	Founder, Blachford Capital LLC	57	2005
J. William Gurley*	2024	General Partner, Benchmark Capital	57	2024
Gordon Stephenson*	2024	Co-founder, Principal and Designated Broker, Real Property Associates	58	2005
Claire Cormier Thielke*	2024	Chief Investment Officer, Asia, Prologis, Inc.	38	2020
Class II
Richard N. Barton	2025	Co-founder and CEO, Zillow Group, Inc.	56	2004
Lloyd D. Frink	2025	Co-founder, Executive Chairman and President, Zillow Group, Inc.	59	2004
April Underwood*	2025	Managing Director and Co-founder, Adverb Ventures	43	2017
Class III
Amy C. Bohutinsky*	2026	Venture Partner, TCV	49	2018
Jay C. Hoag*	2026	Founding General Partner, TCV	65	2005
Gregory B. Maffei*	2026	President and CEO, Liberty Media Corporation	63	2005

___________


Committee Chairperson	*	Independent Director
Committee Member		Financial Expert

ELECTION OF DIRECTORS

Upon the recommendation of the nominating and governance committee, the Zillow Group Board appointed Mr. Gurley to serve as a Class I director on January 6, 2024. In accordance with the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, Mr. Gurley’s initial term of board service will expire at the 2024 Annual Meeting of Shareholders. As a result, Mr. Gurley is being presented for shareholder consideration at the 2024 Annual Meeting.

If elected at the Annual Meeting, Mr. Blachford, Mr. Gurley, Mr. Stephenson, and Ms. Thielke (collectively, the “Class I Directors”) will serve on the Board until the Annual Meeting of Shareholders in 2027, or until their respective successors are duly elected and qualified, whichever is later, or until their earlier death,

Table of Contents

resignation, or retirement. Proxies will be voted in favor of the Class I Directors unless the shareholder indicates otherwise on the proxy. The Class I Directors 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 any nominee becomes unable to serve at the time the election occurs, proxies will be voted for another nominee designated by the Board unless the Board chooses to reduce the number of directors serving on the Board.

The following section presents certain biographical information for current members of the Board, as well as summaries of each director’s key qualifications and expertise most relevant to the decision to nominate the person for service on the Board.

Erik Blachford

✓ Founder, Blachford Capital LLC

✓ Nominating and Governance Committee (Member)

✓ Independent Director

Qualifications/Expertise:

•Corporate Strategy

•Finance

•Entrepreneur

•Operational Management

•Technology Industry

•Corporate Governance

Erik Blachford (age 57) has served on the Board since May 2005. Mr. Blachford is an independent venture capital investor and advisor with a primary focus on consumer technology and travel companies. He founded Blachford Capital LLC in 2021. Mr. Blachford has also served as a partner at Narrative Fund Management LLC, a private venture capital firm, since November 2019, and consulted as a venture partner at Technology Crossover Ventures, a private equity and venture capital firm (“TCV”), from March 2011 until September 2021. He previously served on the board of directors of Peloton Interactive, Inc., a public interactive fitness platform, from April 2015 until February 2022; Nerdy, Inc., a public online instruction platform, from October 2021 until August 2022; Liftopia, Inc., a private online ski lift ticket booking service, from December 2011 until August 2020; Siteminder Limited, a private online hotel distribution and connectivity platform, from December 2013 until January 2020; and TourRadar, a private online travel booking service, from July 2018 until March 2020. Mr. Blachford has been an active independent investor in a variety of early-stage private companies and has held other leadership and board of director positions at various other publicly and privately held companies.

Current Other Company Board Service:

•Busbud Inc. (a private online travel booking service), since September 2017

Education:

•Bachelor of Arts in English and Certificate in Theater, Princeton University

•Master of Business Administration, Columbia University Graduate School of Business

•Master of Fine Arts, San Francisco State University

J. William Gurley

✓ General Partner, Benchmark Capital

✓ Independent Director

Qualifications/Expertise:

•Corporate Strategy and Finance

•Technology Industry

•Corporate Governance

J. William Gurley (age 57) serves as a general partner of Benchmark Capital, a venture capital firm, which he joined in 1999. Previously, he served as a partner of Hummer Windblad Venture Partners, a venture capital firm; a research analyst for Credit Suisse First Boston, an investment bank; and a design engineer at Compaq Computer Corporation, a manufacturer of computers and related components.

Table of Contents

Mr. Gurley previously served on the board of directors of Zillow Group, Inc. (including its predecessor, Zillow, Inc.) from 2005 to 2015.

Current Other Company Board Service:

•Stitch Fix, Inc. (public fashion personalization company), since August 2013; currently serves on the Nominating and Corporate Governance Committee and as Chair of the Audit Committee

•Nextdoor Holdings, Inc. (public social networking company), since November 2021; currently serves on the Nominating, Corporate Governance and Corporate Responsibility Committee

Education:

•Bachelor of Science in Computer Science, University of Florida

•Master of Business Administration, University of Texas

Gordon Stephenson

✓ Co-founder, Principal and Designated Broker, Real Property Associates

✓ Audit Committee (Member)

✓ Nominating and Governance Committee (Chair)

✓ Independent Director

Qualifications/Expertise:

•Real Estate Industry

•Finance

•Operational Management

Gordon Stephenson (age 58) has served as a member of the Board since May 2005. Mr. Stephenson co-founded Real Property Associates (“RPA”), an independent real estate brokerage, property management, and development company, in 1991 and currently serves as Principal and Designated Broker. Prior to founding RPA, Mr. Stephenson was an associate broker with Prudential MacPhersons and Windermere Real Estate, both of which are real estate sales and brokerage companies based in Seattle, Washington. Mr. Stephenson previously served on the board of directors of Anchor Bancorp, a bank holding company, and its wholly owned subsidiary, Anchor Bank, a community-based savings bank, from September 2016 to November 2018.

Current Other Company Board Service:

•Pure Watercraft Incorporated (a private electric boat company), since June 2017

Education: Bachelor of Arts in Economics, Stanford University

Claire Cormier Thielke

✓ Chief Investment Officer, Asia, Prologis, Inc.

✓ Audit Committee (Member)

✓ Independent Director

Qualifications/Expertise:

•Real Estate Industry

•Finance

•Operational Management

Ms. Thielke (age 38) has served as a member of the Board since October 2020. Ms. Thielke has served as Chief Investment Officer, Asia, of Prologis, Inc., a public real estate investment trust company, since September 2023. Prior to that, she held various roles at Hines, a private real estate investment, development, and management firm, from 2009 to September 2023, including Country Head, Hines Greater China from June 2021 to August 2023, and Senior Managing Director, Hines Asia Pacific from January 2019 to June 2021. She is also a member of Stanford University’s adjunct faculty, lecturing on the intersection of technology, institutional investment, and real estate assets. Ms. Thielke has served on boards including Memorial City Bank, a private bank, from 2011 to 2015, where she was chair of the audit committee; Legacy Community Health, a nonprofit Federally Qualified Health Clinic system, from 2010 to 2018; and Buffalo Bayou Partnership, a nonprofit organization, from 2011 to 2019.

Current Other Company Board Service: None

Table of Contents

Education:

•Bachelor of Arts in Urban Planning, Stanford University

•Master of Science in Construction Management, Stanford University

•Degree of Engineer, Civil Engineering Ph.D. Department, Stanford University


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

Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders

Richard N. Barton

✓ Co-founder and Chief Executive Officer, Zillow Group, Inc.

Qualifications/Expertise:

•Co-founder and CEO Leadership

•Technology Industry

•Entrepreneur

•Operational Management

•Corporate Governance

Richard N. Barton (age 56) 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., an online travel company ("Expedia") in 1999, and Mr. Barton served as Expedia’s President, Chief Executive Officer, and as a member of its board of directors from 1999 to 2003. Mr. Barton also co-founded and served as Non-Executive Chairman of Glassdoor, a job search and data site, from June 2007 through the company’s acquisition in June 2018. Mr. Barton also previously served on the board of directors of Altimeter Growth Corp., a special purpose acquisition company, from September 2020 to December 2021, and Altimeter Growth Corp. 2, a special purpose acquisition company, from January 2021 to March 2022.

Current Other Company Board Service:

•Netflix, Inc. (a public online media subscription provider), since 2002; currently serves on the Audit Committee

•Qurate Retail, Inc. (formerly Liberty Interactive Corporation) (a public holding company of businesses in the electronic retailing, media, communications, and entertainment industries), since 2016; currently serves on the Nominating and Corporate Governance Committee

Education: Bachelor of Science in General Engineering: Industrial Economics, Stanford University

Lloyd D. Frink

✓ Co-founder, Executive Chairman and President, Zillow Group, Inc.

Qualifications/Expertise:

•Co-founder and Executive Leadership

•Corporate and Product Strategy

•Mobile and Internet Industry

•Entrepreneur

•Operational Management

•Corporate Governance

Lloyd D. Frink (age 59) 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

Table of Contents

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, where he held many leadership positions, including Senior Vice President, Supplier Relations from 2003 to 2004, during which he managed the air, hotel, car, destination services, content, merchandising, and partner marketing groups. From 1988 to 1999, Mr. Frink was at Microsoft Corporation, a technology company, where he was part of the founding Expedia team and a Group Program Manager from 1991 to 1995 and 1997 to 1999.

Current Other Company Board Service:

•JustEatTakeAway.com (formerly GrubHub, Inc.) (a public online and mobile food-ordering company), since 2013

Education: Bachelor of Arts in Economics, Stanford University

April Underwood

✓ Managing Director and Co-founder, Adverb Ventures

✓ Founding Partner, #ANGELS angel investing collective

✓ Compensation Committee (Member)

✓ Independent Director

Qualifications/Expertise:

•Technology, Product Development, and Engineering Innovation

•Consumer Engagement

•Technology Industry

•Marketing

•Entrepreneur

•Corporate Strategy

April Underwood (age 43) has served as a member of the Board since February 2017. In February 2023, Ms. Underwood co-founded Adverb Ventures, a venture capital firm. She previously co-founded #ANGELS, a women-owned and operated angel-investing collective focused on helping grow technology startups in 2015, and continues to serve as a founding partner. Previously, she served in multiple leadership roles at Slack Technologies, Inc., a cloud-based software company that builds professional collaboration tools, including as Chief Product Officer from March 2018 to February 2019, as Vice President of Product from December 2015 to March 2018, and as Head of Platform from July 2015 to December 2015. Following her tenure at Slack, Ms. Underwood served as founder and Chief Executive Officer of Nearby HQ from May 2020 to December 2021; as a venture partner at Obvious Ventures, a private venture capital firm, from March 2020 to December 2021; and as founder and Chief Executive Officer of Wise Owl, a growth advisory company, from November 2019 to December 2021. Prior to joining Slack Technologies, Inc., she was Director of Product at Twitter, Inc., a social media and communications company, from April 2010 to February 2015. Prior to joining Twitter, Inc., Ms. Underwood held various product and engineering roles at Google, Travelocity, and Intel. She also previously served on the board of directors of TPB Acquisition Corp., a special purpose acquisition company, from March 2021 until February 2023.

Current Other Company Board Service:

•Eventbrite, Inc. (a public global self-service ticketing platform for live experiences), since June 2022; currently serves on the Audit Committee

Education:

•Bachelor of Business Administration in Management Information Systems and Business Honors, University of Texas - Austin

•Master of Business Administration, University of California - Berkeley (Haas)

Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders

Amy C. Bohutinsky

✓ Venture Partner, TCV

✓ Compensation Committee (Member)

✓ Nominating and Governance Committee (Member)

Table of Contents

✓ Independent Director

Qualifications/Expertise:

•Prior Zillow Group Executive Leadership - COO and CMO

•Real Estate Industry

•Corporate Strategy

•Brand Builder

•Operational Management

Amy C. Bohutinsky (age 49) has been a member of our Board since October 2018. Ms. Bohutinsky has served as a consultant and venture partner for funds at TCV since June 2019. Ms. Bohutinsky previously held a number of leadership roles with Zillow Group, including Chief Operating Officer from August 2015 to 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 from August 2008 to September 2010, and Director of Communications from August 2005 to August 2008. Ms. Bohutinsky served on the boards of directors of Pencil and Pixel, Inc., dba Modsy, a private online interior design platform, from September 2020 to July 2022; The Gap, Inc., a public global retailer, from November 2018 to September 2020; Hotel Tonight, Inc., a private mobile-based hotel booking service, from August 2014 to April 2019; and Avvo, Inc., a private online marketplace for legal services, from June 2014 to March 2018.

Current Other Company Board Service:

•Duolingo (a public online language-learning platform), since June 2020; currently serves on Audit, Risk and Compliance Committee and Nominating and Corporate Governance Committee

•Translation Enterprises, Inc., dba UnitedMasters (a private music distributor), since November 2021

Education: Bachelor of Arts in Journalism and Mass Communication, Washington & Lee University

Jay C. Hoag

✓ Founding General Partner, TCV

✓ Compensation Committee (Chair)

✓ Independent Director

Qualifications/Expertise:

•Corporate Strategy

•Finance and Accounting

•Risk Management

•Corporate Governance

•Executive Compensation

•Talent and Leadership Development

Jay C. Hoag (age 65) has served as a member of the Board since October 2005. Mr. Hoag co-founded TCV in 1995 and continues to serve as a Founding General Partner. He has also been involved in a large number of technology investments, including Airbnb, Altiris (acquired by Symantec), Ascend Communications (acquired by Lucent Technologies), CNET, Expedia, Facebook, Fandango (acquired by Comcast), Intuit, Netflix, Peloton, and Sybase, among others. Previously, Mr. Hoag has served on the boards of directors of numerous other public and private companies, including Electronic Arts, Inc., a public interactive entertainment software company, from 2011 to 2021; Prodege, a privately held holding company of consumer loyalty websites and mobile apps, from 2014 to December 2021; and TechTarget, Inc., a public data and marketing company, from 2004 to 2016. He currently serves on the boards of directors of several universities, as well as the public companies listed below.

Current Other Company Board Service:

•Netflix, Inc. (a public online media subscription service provider), since 1999; currently serves as chair of the Nominating and Governance Committee and lead independent director

•Peloton Interactive, Inc. (a public interactive fitness platform), since August 2018; currently serves as chair of the Compensation Committee

•TripAdvisor, Inc. (a public online travel company), since February 2018; currently serves as a member of the Compensation Committee

Table of Contents

Education:

•Bachelor of Arts in Economics and Political Science, Northwestern University

•Master of Business Administration, University of Michigan

Gregory B. Maffei

✓ President and Chief Executive Officer, Liberty Media Corporation

✓ Audit Committee (Chair)

✓ Independent Director

Qualifications/Expertise:

•Finance and Accounting

•Capital Markets

•Operational Management

•Corporate Strategy

•Corporate Governance

•Public Media and Communications

•Compliance and Risk Management

Gregory B. Maffei (age 63) 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 and currently serves as a member of the executive committee. Mr. Maffei has served as Chairman of the Board of Directors, President, and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc., a public holding company of online travel service companies, since July 2013. He has served as a director, President and Chief Executive Officer of Liberty Broadband Corporation, a telecommunications company, since June 2014. He has also served as a director, President, and Chief Executive Officer of Atlanta Braves Holdings, Inc., a public sports and real estate holding company, since December 2022. He previously served as President and Chief Executive Officer of Qurate Retail, Inc. (and its predecessor) from February 2006 to March 2018; and as President and Chief Executive Officer of GCI Liberty, Inc. from March 2018 until its combination with Liberty Broadband Corporation in December 2020. Mr. Maffei previously served as Chairman of the Board of Pandora Media, Inc., a personalized internet radio and music discovery provider, from September 2017 until February 2019, and as a board member of Liberty Media Acquisition Corp, a special purpose acquisition company, from November 2020 to December 2022.

Current Other Company Board Service:

•Charter Communications, Inc. (a public live entertainment and e-commerce company), since May 2013

•Liberty Broadband Corporation (a public telecommunications company), since June 2014; currently serves on the Executive Committee

•Live Nation Entertainment, Inc. (a public live entertainment and e-commerce company), since February 2011; currently serves as Chairman of the Board

•Qurate Retail, Inc. (a public holding company of businesses in the electronic retailing, media, communications and entertainment industries), since November 2005; currently serves as Executive Chairman of the Board and as a member of the Executive Committee

•Sirius XM Holdings, Inc. (a public satellite radio company), since 2009; currently serves as Chairman of the Board

•TripAdvisor, Inc. (a public online travel company), since February 2013; currently serves as Chairman of the Board and as a member of the Compensation Committee and Executive Committee

Education:

•Bachelor of Arts, Dartmouth College

•Master of Business Administration, Harvard Business School

Table of Contents

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.

•Eight independent directors.

•Executive chairperson separate from Chief Executive Officer role.

•Independent directors meet periodically without management in executive sessions.

•Board evaluations conducted on an ongoing basis in addition to formal Board evaluations. For 2023, formal Board evaluations included interviews conducted by our Corporate Secretary and General Counsel with each director.

•Director orientation provided to all new Board members.

Board and Committee Meetings

Our Board and its committees meet throughout the year on a set schedule and, from time to time, hold special meetings and act by unanimous written consent. During 2023 (including virtual and telephonic meetings):

•the Board held six meetings;

•the audit committee held four meetings;

•the compensation committee held four meetings; and

•the nominating and governance committee held no meetings.

During 2023, each incumbent member of Zillow Group’s Board attended 75% or more of the aggregate number of meetings of the Board and committees on which they served that were held during their term of service. We encourage all of our directors and nominees for director to attend our Annual Meeting of Shareholders. Four of Zillow Group’s directors attended the 2023 Annual Meeting of Shareholders.

Director Independence

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors, and subject to specified exceptions, all members of its audit, compensation, and nominating and governance committees must be independent. Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment, investments, and affiliations, and upon the review and recommendation of our nominating and governance committee, our Board has determined that Mr. Blachford, Ms. Bohutinsky, Mr. Gurley, Mr. Hoag, Mr. Maffei, Mr. Stephenson, Ms. Thielke, and Ms. Underwood meet the applicable SEC and Nasdaq definitions of “independent” and do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making the independence determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and its subsidiaries and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In evaluating the independence of our directors, the Board also considered the following transactions, relationships, and arrangements that are not required to be disclosed in this Proxy Statement as transactions with related persons:

•Mr. Blachford and Mr. Barton are co-owners of a condominium.

•Mr. Gurley is a General Partner of Benchmark Capital, and is a direct or indirect, limited partner, or member of the general partners of various venture capital funds of Benchmark Capital that have been invested in by Mr. Barton and Mr. Frink. Mr. Barton’s and Mr. Frink’s capital commitments in these funds represents a de minimis share of the total committed capital of the funds.

•Mr. Hoag is the Founding General Partner of TCV, and is a direct or indirect director, limited partner, or member of the general partners of various private equity and venture capital funds

Table of Contents

of TCV that have been invested in by Mr. Barton, Mr. Wacksman, Mr. Maffei, and Ms. Bohutinsky, each either in their individual capacity or through an entity that they own and control. In 2022, Mr. Blachford transferred all of his limited partnership interests to Mr. Barton. Each of Mr. Barton and Mr. Wacksman’s capital commitments in these funds represent a de minimis share of the total committed capital of the funds. As a venture partner of TCV, Ms. Bohutinsky may also provide certain consulting or other services to TCV from time to time, for which she may receive indirect economic interests or value in certain investments by TCV's affiliated investment funds.

•Mr. Hoag and Mr. Barton serve on the board of directors of Netflix, Inc.

•Mr. Maffei is Chairman of the board of directors of TripAdvisor, Inc., where Mr. Hoag also serves as a director. Mr. Maffei is also the Chief Executive Officer and Chairman of the Board of Liberty TripAdvisor Holdings, Inc., which, as of April 25, 2023, held approximately a 20.6% equity interest and 56.1% voting interest in TripAdvisor, Inc.

•Mr. Maffei is Executive Chairman of the board of directors of Qurate Retail, Inc., where Mr. Barton also serves as a director.

•Real Property Associates, of which Mr. Stephenson is Principal and Designated Broker, participates in Zillow Group’s Premier Agent and Listing Showcase programs.

•Ms. Underwood is Managing Director and Co-founder of Adverb Ventures, a venture capital firm, in which Mr. Barton and Mr. Hoag (through their family offices) are limited partners in various of the limited partnership funds.

Board Leadership Structure

As reflected in our Corporate Governance Guidelines, a copy of which is posted on our website at https://investors.zillowgroup.com/investors/governance/governance-documents/default.aspx, our Board does not have a policy as to whether the offices of chair of the Board and Chief Executive Officer should be separate. Our Board believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership for our Company. The Board believes that its current leadership structure, with Mr. Frink serving as Executive Chairman and Mr. Barton serving as Chief Executive Officer, is appropriate because it enables the Board, as a whole, to engage in oversight of management, promote communication and collaboration between management and the Board, and oversee governance matters, while allowing our Chief Executive Officer to focus on his primary responsibility, the operational leadership and strategic direction of the Company. In addition, the Board benefits from the perspective and insights of Mr. Frink and Mr. Barton as a result of their extensive experience developing consumer-facing products and services and leading innovative, technology-driven companies. The Board does not believe that its role in risk oversight has been affected by the Board’s leadership structure.

Risk Oversight

The Board considers risk assessment and development of risk mitigation strategies to be a responsibility of the entire Board in consultation with the appropriate Board committees. The Board regularly engages in risk oversight on a broad range of matters, including challenges associated with strategic acquisitions, cybersecurity, regulatory and other legal and compliance matters. For more focused risk oversight, our Board committees are tasked with specific risk management roles as outlined below. Each committee generally reports on its activities to the full Board to enable the Board and its committees to coordinate their risk oversight roles.

•Audit Committee: Provides oversight concerning the Company's accounting and financial reporting processes; the independent auditor's qualifications, independence, and performance; the Company's internal audit function and performance of internal accounting and controls; and the Company's compliance with legal and regulatory requirements. Also oversees our major enterprise risks and the steps management has taken to monitor and control such exposure, including with respect to major financial risk exposures, including capital, regulatory and other requirements, and data privacy, cybersecurity and other topics related to information technology infrastructure.

•Compensation Committee: Provides oversight of our compensation philosophy and the objectives of our compensation programs, including the (a) oversight of the Company's compensation plans, policies and programs for executive officers and non-employee directors of the Board, (b) evaluation of whether our compensation programs contain incentives for

Table of Contents

executive officers and employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company, and (c) oversight of the Company's employee benefit plans, including its incentive compensation and equity compensation plans.

•Nominating and Governance Committee: Oversees risks associated with corporate governance and the composition of our Board, including the independence of Board members and identification and recommendation of candidates to serve on the Board. Also oversees evaluations of the Board and its Committees and management succession planning. Develops, reviews, monitors, and recommends to the Board corporate governance principles and policies applicable to Company risks, including sustainability-related risks such as environmental targets and initiatives and political engagement activities.

Our Enterprise Risk Management ("ERM") program, led by our head of enterprise risk, promotes visibility of our company-wide risks and their active and efficient management. The ERM program aims to create an ongoing, transparent, risk-aware culture that empowers management to make informed, data-driven, strategic business decisions that consider material risks critical to our business success and mission. In addition, the ERM program supports management to monitor risk exposures and evaluate whether efficient and effective risk management strategies, acceptance, and notification criteria are in place. We have also established an executive risk forum to align risk management priorities and resources, and to serve as a steering function to identify, discuss, and assess the key risks associated with our mission and objectives; monitor risk exposures; and oversee the implementation of risk management strategies. The forum meets on a regular basis, and its activities are overseen by the audit committee.

Board Committees

The Board currently has the following standing committees: audit, compensation, and nominating and governance. The Board may, from time to time, form a new committee or disband a current committee depending on the circumstances and needs of the Company. Each standing committee complies with the independence and other requirements established by applicable laws, regulations, and rules, including those promulgated by the SEC and Nasdaq. Membership of the standing committees is determined annually by the Board, with consideration given to the recommendation of the nominating and governance committee. Adjustments to committee assignments may be made at any time.

The Board has adopted a written charter for each standing committee. Shareholders may access a copy of each standing committee’s charter on the Investor Relations section of our website at https://investors.zillowgroup.com/investors/governance/committee-charters/default.aspx. A summary of the duties and responsibilities of each standing committee is set forth below.

Audit Committee

The current members of our audit committee are Claire Cormier Thielke, Gordon Stephenson, and Gregory B. Maffei, with Mr. Maffei serving as Chair. The primary responsibilities of the audit committee are to:

•oversee the integrity of our corporate accounting and financial reporting process, including internal accounting and financial controls, and audits of the financial statements;

•evaluate the independent auditor’s qualifications, independence and performance; engage and provide for the compensation of the independent auditor; and establish the policies and procedures for the retention of the independent auditor to perform any proposed permissible non-audit services;

•review and discuss with management and the independent auditor, as appropriate, our annual audited and quarterly unaudited financial statements;

•review and discuss with the independent auditor the responsibilities, functions and performance of the Company’s internal audit department, including internal audit plans, budget, staffing and the scope and results of internal audits;

•review our critical accounting policies, disclosure controls and procedures, and internal controls over financial reporting;

•discuss policies and practices with respect to risk assessment and risk management, including the Company’s major financial risks, data privacy, cybersecurity, and other topics related to

Table of Contents

information technology infrastructure, and the steps management has taken to monitor and control such exposure;

•establish and oversee certain compliance procedures and ethics compliance, including procedures for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters; and

•review transactions with related persons that are disclosed under Item 404 of Regulation S-K.

Our Board has determined that each of our audit committee members meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that each of Messrs. Maffei and Stephenson and Ms. Thielke is an audit committee financial expert as defined under the applicable rules and regulations of the SEC.

Compensation Committee

The current members of our compensation committee are Amy C. Bohutinsky, Jay C. Hoag, and April Underwood, with Mr. Hoag serving as Chair. The primary responsibilities of our compensation committee are to:

•review our overall compensation philosophy and policies relating to the compensation and benefits of our executive officers and employees;

•review and approve goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluate the performance of these officers in light of those goals and objectives, and set the compensation of these officers based on such evaluations;

•evaluate whether our incentive programs contain incentives for executive officers and employees to take risks that are reasonably likely to have a material adverse effect on the Company, and oversee and administer the Incentive Compensation Recoupment Policy (the “Clawback Policy”);

•oversee the administration and issuance of stock options, restricted stock units, and other awards under our equity incentive plans, including the Zillow Group, Inc. 2020 Incentive Plan (the “2020 Plan”), Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”), and the Zillow Group, Inc. 2019 Equity Inducement Plan (the“Inducement Plan”);

•review and discuss with management disclosures related to executive compensation in our annual and quarterly financial statements and annual proxy statement, as applicable; and

•oversee our compensation and benefit plans, policies and programs for our executive officers and non-employee directors.

As part of its process to determine the compensation level of each executive officer, the compensation committee evaluates, among other things, the assessments made by the Chief Executive Officer, Executive Chairman, and Chief People Officer of the other executive officers and recommendations regarding their compensation in light of the goals and objectives of our executive compensation program.

Pursuant to its charter, the compensation committee has sole authority to engage outside compensation consultants or other advisors to assist the committee in carrying out its duties. With respect to 2022 and 2023 executive compensation, the compensation committee engaged Compensia, a compensation consulting firm, to recommend a peer group for the purpose of conducting a market analysis of the total compensation of certain executive officers, to provide a share utilization rate and overhang analysis for equity awards based on the peer group, and to provide equity-based compensation expense comparisons to our peer group. In 2022, Compensia also advised the compensation committee on specific matters relating to a broad-based off-cycle retention award of restricted stock units and a stock option repricing for eligible executive and non-executive employees. In addition, the compensation committee considered market information available through Comptryx and Radford, each leading executive compensation data solutions companies, as well as data from the proxy statements of peer companies, as reference points in making certain executive compensation decisions for 2022 and 2023 consistent with the Company’s compensation philosophy. Compensia did not provide any other services to the compensation committee, management, or the Company in 2023 and only received fees from the Company on behalf of our compensation committee.

Table of Contents

The compensation committee may form and delegate authority to subcommittees, and delegate authority to one or more designated members of the committee, in accordance with its charter. The charter also permits the compensation committee to delegate to one or more senior executive officers the authority to make certain grants of equity-based compensation to non-executive officer employees, subject to restrictions set forth in the charter and compliance with applicable laws. The Board has delegated to Mr. Barton, so long as he is acting as Chief Executive Officer of Zillow Group; Mr. Frink, so long as he is acting as Executive Chairman or President of Zillow Group; and Mr. Spaulding, so long as he is acting as Chief People Officer of Zillow Group; the authority to grant equity awards to non-executive officer employees under the 2020 Plan, subject to certain limitations. Pursuant to such authority, these individuals routinely act to grant equity awards to our non-executive officer employees.

Our Board has determined that each member of our compensation committee meets the requirements for independence under the applicable rules and regulations of Nasdaq and is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. For additional discussion of the processes and procedures the compensation committee has used to determine executive officer and non-employee director compensation, please refer to the sections titled “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 2023 was, at any time during 2023 or at any other time in the past three years, an officer or employee of Zillow Group, and, except as described in the section titled “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 2023, none of Zillow Group’s executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of another company such that a compensation committee interlock arose.

Nominating and Governance Committee

The current members of our nominating and governance committee are Gordon Stephenson, Erik Blachford and Amy C. Bohutinsky, with Mr. Stephenson serving as Chair. The primary responsibilities of the nominating and governance committee are to:

•identify, approve, and recommend individuals qualified to become members of the Board in accordance with the director selection guidelines approved by the Board;

•oversee evaluations of our Board and its committees;

•develop procedures and recommend criteria for selection of the Board Chair and committee membership; and

•develop, periodically review, monitor, and recommend to the Board corporate governance principles and policies applicable to the Company, including sustainability-related matters.

The nominating and governance committee and the Board believe that having a board whose members represent diverse groups with a mix of skills and characteristics promotes innovation and long-term success. Representation — which we broadly construe to include age, professional experience, gender, race, ethnicity, and LGBTQ+ status, among other considerations — is one factor considered by the nominating and governance committee in determining the needs of the Board and evaluating director candidates to fill such needs. The director selection guidelines used by the nominating and governance committee to evaluate the Board’s composition and director candidates are included in the committee’s charter, which is available on the Investor Relations section of our website at https://investors.zillowgroup.com/investors/governance/committee-charters/default.aspx. Pursuant to the director selection guidelines, and to help ensure a well-balanced board, the nominating and governance committee considers the total mix of the Board’s composition and director candidates’ qualifications, including factors such as relevant industry knowledge, expertise in

Table of Contents

operations, financial acumen, and experience working with public companies. The nominating and governance committee does not have a formal policy with respect to diversity, but intends for the overall composition of the Board to comply with applicable laws, regulations, and exchange listing rules, and we currently meet both Nasdaq's Board Diversity Rule and the gender diversity requirements of the Washington Business Corporation Act. The nominating and governance committee has the authority to retain a search firm or other advisor to identify director candidates and to otherwise assist with the fulfillment of its duties.

The following table discloses diversity information concerning our directors as required by, and in satisfaction of, Nasdaq listing rules. The information is provided in aggregate form based on voluntary self-identification by each director collected in advance of the date of this proxy statement.


Board Diversity Matrix (as of April 16, 2024)
Total Number of Directors	10
	Female	Male
Number of Directors Based on Gender Identity	3	6
Did not Disclose Gender Identity	1
Number of Directors who identify in any of the categories below:
African American or Black	1	—
Alaskan Native or Native American	—	—
Asian	—	—
Hispanic or Latinx	—	—
Native Hawaiian or Pacific Islander	—	—
White	2	6
Two or More Races or Ethnicities	—	—
LGBTQ+	—
Did not Disclose Demographic Background	1

Our Board has determined that each member of the nominating and governance committee meets the requirements for independence under the applicable rules and regulations of Nasdaq and the SEC. Pursuant to its charter, the nominating and governance committee will also consider qualified director candidates recommended by our shareholders. The nominating and governance committee evaluates the qualifications of candidates properly submitted by shareholders in the same manner as it evaluates the qualifications of director candidates identified by the committee or the Board. Shareholders can recommend director candidates by following the instructions outlined below in the section titled “Additional Information - Submission of Shareholder Proposals for Inclusion in Next Year’s Proxy Statement or Presentation at Next Year’s Annual Meeting.” No nominations for director were submitted to the nominating and governance committee for consideration by any of our shareholders in connection with this year’s Annual Meeting.

Board Evaluations

Our Board and Board committees evaluate their effectiveness with respect to strategic planning, long-term operational and financial planning, risk management, and other responsibilities, on both an ongoing basis throughout each year and as part of formal evaluations directed by the nominating and governance committee. Ongoing engagement on Board effectiveness includes discussion led by our Executive Chairman and Chief Executive Officer on new practices or technologies that may enhance

Table of Contents

director collaboration, progress against strategic priorities, and interactions with management, as well as input from directors on meeting agendas and format.

For the 2023 evaluation cycle, interviews were conducted with each Board member via video conference by our Corporate Secretary and General Counsel. Interview topics included:

•the Board’s role in risk and strategic oversight of areas critical to the long-term success of the Company;

•management’s engagement, performance, and compensation;

•Board and committee structure and director skills;

•best practices to promote candor and rigorous decision making; and

•various other topics.

Interview results were then compiled by our Corporate Secretary and General Counsel and shared with the chair of the nominating and governance committee and Executive Chairman, as appropriate. The chair of the nominating and governance committee provided an overview of interview results to the Board at the June 2023 meeting for further consideration. Based on the results of the Board evaluation process, practices and approaches are modified by management, the Board, and Board committees, as appropriate, to further enhance the Board’s performance.

Director Orientation and Education

As set forth in our Corporate Governance Guidelines, Zillow Group strongly encourages and supports continuing education for directors. Director education begins with orientation for newly appointed or elected Board members. Director orientation is tailored to the skills and experiences of the individual, and commonly includes:

•meeting with the Company’s legal team to discuss director duties and expectations; Zillow Group’s corporate governance practices, including with respect to Regulation FD; and corporate governance policies such as our Code of Conduct and Code of Ethics;

•meeting with management, including the Chief Executive Officer, Chief People Officer, and other business leaders, to discuss the Company’s strategic priorities, culture and core values, operations, compensation philosophy and practices, among other matters;

•meetings with each Board member; and

•extensive supplemental materials, such as organizational charts, annual operating plans, corporate governance policies, sell-side analyst research and recent Board minutes and materials.

Director education is also provided throughout the year through presentations to, and discussions with, the Board and Board committees led by members of management, third-party consultants, our independent registered public accounting firm, and legal counsel, on topics such as information security, legal, accounting, and regulatory concepts and developments, company culture, and employee engagement.

Sustainability

We strive to lead transformative initiatives that have a positive social impact, promote equity, support environmental sustainability, and revolutionize our industry. Our sustainability strategy comprises five focus areas that enable our long-term business success: social impact and innovation, equity and belonging, employees and culture, environmental sustainability, and responsible business practices.

The nominating and governance committee of the Board is responsible for evaluating our sustainability-related risks and overseeing the Company’s sustainability strategy and initiatives in coordination with other Board committees. We published our first political engagement report in 2023 and recently published our annual sustainability report, which may be found on our Investor Relations website.

Our sustainability function, led by our Vice President of Corporate Social Responsibility, provides us with focus and clarity regarding sustainability strategies, risks, and opportunities. Sustainability risks are integrated into our enterprise risk management program, and our cross-divisional Executive Sustainability Council provides oversight of company-wide initiatives. The committee is responsible for setting and reviewing priorities and progress of the Company’s sustainability initiatives and promoting

Table of Contents

collaboration, implementation, coordination and alignment throughout the company. The executive-level committee meets quarterly, works closely with the Vice President of Corporate Social Responsibility, and reports to the nominating and governance committee of the Board.

Key highlights from our work on sustainability in 2023 include:

Social Impact & Innovation

•Racial Disparities in Housing dashboard: Launched online tool to illuminate the current landscape of racial inequalities in housing, at the local level, and how those inequalities have evolved over time.

•Helping renters better plan their budgets: Created Cost of Renting Summary to give renters insight into the financial obligations of renting.

•New social impact products for renters: Developed new solutions to help renters, including one that enables renters to have their on-time Zillow Rental Payments reported to a major credit bureau, and another that expands affordable rental listings on our platform.

•Engaging employees in giving back: Employees volunteered 4,030 hours in 2023; 2,094 of these volunteer hours were through the Zillow for Good (Z4G) Hub Partner Program, directly in service of communities experiencing housing insecurity. Launched Z4G Community Grants, enabling employees to nominate 10 nonprofits to each receive $10,000 grants.

•Corporate and employee giving: Zillow gave $1,013,019 in cash and in-kind donations, and employees donated $295,140. Corporate giving includes cash ($827,985), in-kind hours (equivalent to $168,885) and in-kind donations (equivalent to $16,148).

Environmental Sustainability

•Reduced Scope 1 and Scope 2 greenhouse gas (GHG) emissions by 95% compared to a 2019 base year, mainly driven by a combination of office space optimization and renewable energy credit purchases. This reduction excludes emissions associated with Zillow Offers, when that business was active in 2019, and is based only on emissions from our corporate offices.

•Purchased 13,913,300 kilowatt hours of renewable energy credits, equivalent to approximately 100% of our North America corporate real estate and estimated work-from-home electricity consumption.

•Began the foundational work to update our climate targets — inclusive of Scope 1, Scope 2 and Scope 3 emissions — and submitted these targets to the Science Based Targets initiative (SBTi) for validation.

•Published our first Environmental Sustainability Policy, outlining Zillow’s ambition to reduce our environmental impact and drive sustainable practices across our business.

Company Culture

The Board and management believe that our long-term success depends upon attracting, developing, and retaining talented employees, and maintaining a culture that allows each employee to do their best work. We value integrity, accountability, collaboration, creativity, respect, and transparency as central to our core values. With the oversight of our collective senior leadership team, and facilitated by our Chief People Officer, who reports directly to the Chief Executive Officer, Zillow Group invests in a variety of resources to attract and develop talent. These include, but are not limited to:

•Zillow Group as a Flexible Workforce: In 2020, we announced a permanent move to a flexible workforce. As we have transitioned to a flexible workforce, we are also using this opportunity to diversify our workforce, as we are no longer bound by the geographic limits of our physical workspaces. We believe our investments in recruiting, retaining, developing, listening to, and learning from our diverse talent increase our applicant pool and lead to lower employee attrition. We offer most employees the choice to work from wherever they are most productive. We continue to evolve our flexible work model to more effectively use our time together, provide more opportunities to work asynchronously, and allow all employees to thrive regardless of location. Our base pay compensation frameworks seek to prioritize performance over geographic location when making pay decisions, which we believe allows us to compete for talent nationally.

•Leadership Development: Zillow Group has a dedicated Talent Success team, which creates educational resources and conducts training on a wide range of topics, including effective

Table of Contents

communication and collaboration, as well as a sophisticated leadership training program with focused learning tracks for both new managers and experienced leaders. In 2023, we offered more than 900 online learning opportunities through Zillow University, our internal online training platform, and Zillow Group employees completed nearly 70,000 hours of training via Zillow University and other platforms. We believe our people managers play a critical role in moving our business forward by coaching their teams, developing their talent, and providing strong communication to create team engagement. To help our people managers succeed, we utilize our Leadership Expectations, a leadership development guide that outlines our Leadership Philosophy, provides the foundation of our leadership development programs, and sets forth our expectations for leaders and the behaviors that are essential to create a consistent leadership experience at Zillow Group. In 2023, we further enhanced the Leadership Expectations by defining specific manager capabilities that bring clarity to managers on how to lead and manage teams in our flexible work environment. With this, we began the launch of our virtual manager capability summits, designed for our director and below leaders to help develop their manager capabilities. In 2024, we plan to launch semiannual summits for eligible people managers, while offering customized learning paths on asynchronous content between training sessions, along with peer-to-peer mentoring.

•Total Rewards: Talent Rewards includes the strategic oversight of compensation, benefits, and immigration/mobility programs whose purpose is to reinforce talent attraction, retention and development in support of Zillow Group’s culture. Throughout 2023, we continued to refine our rewards program. We increased transparency and consistency in our candidate offers through a redesign of our total compensation package. In addition, our robust benefits are reflected in investments in physical, family, mental and financial wellness programs to meet the needs of our diverse base of employees. These benefits include workplace-location flexibility, competitive health care coverage, fully paid parental leave, a sabbatical program, wellness reimbursements, tuition support and caregiver resources. We also updated our benefits program through enhanced offerings around mental health, LGBTQ+ provider navigation support, as well as fertility and family planning. Beginning in 2023, we enhanced our parental leave policy, which now allows for up to 20 weeks of paid parental leave. These ongoing investments continue to reinforce Zillow’s commitment to an engaged and high-performing workforce.

•Engagement & Belonging: In pursuit of our business goals, we prioritize and embed inclusive, equitable practices and systems in our values and how we work. We are committed to creating a workplace where diversity of gender, gender identity, age, race, ethnicity, sexual orientation, national origin, disability, military status and religion are represented, embraced, and respected. Our engagement and belonging work seeks to empower Zillow Group employees to build a strong community, amplify underrepresented voices, and foster a company culture where everyone can learn, grow and thrive. We maintain programs that include unconscious bias training, employee resource groups for community members and allies, and support for diversity in our recruitment practices. In 2023, we launched an executive advisory council composed of senior leadership charged with setting the tone and vision for our commitments, including establishing goals and responsibilities and evaluating impact.

•Pay Equity: To further our commitment to ensure all employees in similar roles with similar qualifications are paid equitably regardless of their identity, we conduct an annual pay equity analysis consistent with federal and state pay equity laws, with the commitment to publicly disclose results on our corporate website. Based on our assessment of compensation for the 2023 calendar year, we found that U.S.-based employees with similar skills are paid within approximately 1% of each other when we control for certain neutral, job-related factors, including but not limited to job function and qualifications. At Zillow Group, in 2023, Asian men had a pay equity of $1.01; White men, Asian women, and Latine women had controlled pay of $1.00; White women, Latine men, Black men, and men of two or more races at Zillow Group had controlled pay of $0.99; and Black women and women of two or more races had controlled pay at $0.98. We will continue our commitment to, and comprehensive reviews of, pay equity, and we will look to expand our data collection and analysis to include LGBTQ+ data in the future.

Table of Contents

DIRECTOR COMPENSATION

2023 Director Compensation Table

Zillow Group’s director compensation program is governed by the Equity Award Grant Program for Non-employee Directors under the 2020 Plan (the “NED Equity Program”), which, effective February 13, 2024, replaced the Stock Option Grant Program for Non-employee Directors under the 2020 Plan (the “NED Stock Option Program”). In 2023, Zillow Group compensated its eligible non-employee directors solely with stock option grants under the NED Stock Option Program.

The following table provides information regarding the compensation of our non-employee directors during 2023, including the annual option grants made to our non-employee directors in March 2023. Our executive officers Mr. Barton and Mr. Frink did not receive compensation for their Board service in 2023. Information about each of Mr. Barton and Mr. Frink’s 2023 compensation is discussed in the Compensation Discussion and Analysis section and presented in the related tables.


Name	Option Awards ($)(1)	Total ($)
Erik Blachford	250,000	250,000
Amy C. Bohutinsky	250,000	250,000
Jay C. Hoag	250,000	250,000
Gregory B. Maffei	250,000	250,000
Gordon Stephenson	250,000	250,000
Claire Cormier Thielke	250,000	250,000
April Underwood	250,000	250,000

_______________


(1)			Amounts reflect the aggregate grant date fair value of the option awards granted, computed as of the grant date, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”). Assumptions used to calculate these amounts are described in Note 14, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. On March 1, 2023, and as described in greater detail below, each eligible non-employee director of Zillow Group received an annual stock option grant to purchase 10,353 shares of Zillow Group’s Class C capital stock with a Black-Scholes-Merton grant date fair value of $250,000, with any fractional share rounded to the nearest whole share (0.5 to be rounded up). As of December 31, 2023, Zillow Group’s non-employee directors held stock options for the following number of shares of Zillow Group’s Class A common stock and Class C capital stock: Mr. Blachford, 57,304 shares of Class C capital stock; Ms. Bohutinsky, 31,250 shares of Class A common stock and 232,417 shares of Class C capital stock; Mr. Hoag, 92,903 shares of Class C capital stock; Mr. Maffei, 92,903 shares of Class C capital stock; Mr. Stephenson, 92,903 shares of Class C capital stock; Ms. Thielke, 24,488 shares of Class C capital stock, and Ms. Underwood, 64,695 shares of Class C capital stock. With respect to Ms. Bohutinsky’s holdings, all of her stock options for Class A common stock and 148,168 of her stock options for Class C capital stock were received pursuant to equity awards granted during her employment with the Company and prior to her appointment to the Board.

Time and Manner of Compensation

Under the NED Stock Option Program, eligible directors were previously compensated for service on our Board solely with stock options. The grants made in March 2023 pursuant to the NED Stock Option Program were for that number of shares of Class C capital stock having a Black-Scholes-Merton value of $250,000 on the date of grant — with any fractional share rounded to the nearest whole share (0.5 to be rounded up) — and with a per-share exercise price equal to the closing price of our Class C capital stock on the date of grant. One-fourth of the shares subject to annual stock options granted in 2023 under the NED Stock Option Program vest each quarter over one year, subject to continued service. Stock options granted under the NED Stock Option Program in 2023 have ten-year terms from the date of grant, subject to earlier termination in the event of a director’s termination of service.

Table of Contents

Pursuant to its charter, the compensation committee reviews non-employee director compensation at least annually and may recommend adjustments to the Board. Effective as of February 13, 2024, the Board, upon the recommendation of the compensation committee, approved the NED Equity Program, which replaced the NED Stock Option Program and includes changes to the type and amount of equity compensation that eligible non-employee directors may receive.

Under the NED Equity Program, beginning on March 1, 2024, and on each anniversary thereafter (each an “Annual Grant Date”), our non-employee directors are eligible to automatically receive an award for a number of restricted stock units equal to $315,000 divided by the average closing price of a share of the Company’s Class C capital stock over the 20-trading-day period ending three trading days before the Annual Grant Date, with any fractional restricted stock unit rounded to the nearest whole share (0.5 to be rounded up) (the “Annual RSU Award”). In addition, each eligible director may elect to forgo receiving all or a portion of any Annual RSU Award and instead receive a nonqualified stock option; provided that any such election to forgo receiving less than all of the Annual RSU Award, and instead receive a nonqualified stock option, shall be made in 25% increments. Eligible directors will receive 3 nonqualified stock options for every restricted stock unit exchanged.

Eligible directors who are initially elected or appointed to the Board during the 12-month period following an Annual Grant Date are eligible to receive a prorated annual equity award subject to the same terms described above 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 Annual Grant Date, subject to review and approval by the Board or the compensation committee. Prorated equity awards under the NED Equity Program become fully vested as of the first Annual Grant Date following the Board’s or the compensation committee’s approval of the grant.

No director receives cash compensation for service as a director, though directors are reimbursed for reasonable expenses incurred in connection with attending Board and committee meetings. The compensation committee and the Board administer the Program. 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 and director compensation analysis performed by Compensia, and the time commitment required of Zillow Group’s directors, among other factors, when evaluating non-employee director compensation.

Table of Contents

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, 2023, 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

SEC Form DEF 14A filed by Zillow Group Inc.